**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB/A**





(x)
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
                1934




For
                the
                fiscal year endedJune
                30, 2006





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




For
                the
                transaction period from____to__________Commission
                File
                number _________333-133710_________





**LOMA
                VERDE INC.**(Exact
                name of Company as specified in
                charter)





Nevada
            98-0490694State
                or other jurisdiction of incorporation or organization
            (I.R.S.
                Employee I.D. No.)





106
                - 470 Granville StreetVancouver,
                British Columbia, Canada
            V6C
                1V5(Address
                of principal executive offices)
            (Zip
                Code)





Issuer’s
                telephone number
            1-604-805-4891Securities
                registered pursuant to section 12 (b) of the
                Act:





Title
                of each share
            Name
                of
                each exchange on which registeredNone
            None





Securities
                registered pursuant to Section 12 (g) of the Act:None(Title
                of Class)





Check
      whether the Issuer (1) filed all reports required to be filed by section 13
      or
      15 (d) of the Exchange Act during the past 12 months (or for a shorter period
      that Loma Verde Inc. was required to file such reports), and (2) has been
      subject to such filing requirements for the past 90 days.


(1)
      Yes
      [X]  No
      [
      ]    (2)  Yes
      [X]
      No [ ]





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





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of Loma Verde Inc.’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB. [ ]





State
      issuer’s revenues for its most recent fiscal year:  $ -0-





State
      the
      aggregate market value of the voting stock held by non-affiliates of Loma Verde
      Inc. The aggregate market value shall be computed by reference to the price
      at
      which the stock was sold, or the average bid and asked prices of such stock,
      as
      of a specific date within the past 60 days.





As
      at
      June 30, 2006, the aggregate market value of the voting stock held by
      non-affiliates is undeterminable and is considered to be 0.






-1-






**(ISSUER
      INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE
      YEARS)**





Not
      applicable





**(APPLICABLE
      ONLY TO CORPORATE COMPANYS)**





As
      of
      June 30, 2006 Loma Verde Inc. has 2,561,000 shares of common stock issued and
      outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





Exhibits
      incorporated by reference are referred under Part IV.








-2-










**TABLE
      OF CONTENTS**




PART
      1  Page


ITEM
                1.
            DESCRIPTION
                OF BUSINESS
            4ITEM
                2.
            DESCRIPTION
                OF PROPERTY
            12ITEM
                3.
            LEGAL
                PROCEEDINGS
            17ITEM
                4.
            SUBMISSION
                OF MATTERS TO VOTE OF SECURITIES HOLDERS
            17PART
                IIITEM
                5.
            MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            18ITEM
                6.
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            18ITEM
                7.
            FINANCIAL
                STATEMENTS
            21ITEM
                8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE
            21ITEM
                8A
            CONTROLS
                AND PROCEDURES
            21PART
                IIIITEM
                9.
            DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS, COMPLIANCE WITH
                SECTION 16 (a) OF THE EXCHANGE ACT
            22ITEM
                10.
            EXECUTIVE
                COMPENSATION
            26ITEM
                11.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDERS MATTERS
            27ITEM
                12.
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS
            29PART
                IVITEM
                13.
            EXHIBITS
                AND REPORTS ON FORM 8-K
            29ITEM
                14
            PRINCIPAL
                ACCOUNTANTS FEES AND SERVICES
            30SIGNATURES
            32







-3-







**PART
      1**




**ITEM
      1. DESCRIPTION OF BUSINESS**




**History
      and Organization**





The
      Company was incorporated under the laws of the State of Nevada on October 17,
      2005 under the name of Loma Verde Inc (the “Company”). Our
      fiscal year end is June 30. Our executive offices are located at 1060 - 470
      Granville Street, Vancouver, B.C., V6C 1V5. Our telephone number is (604)
      805-4891and our fax number is (604)682-5281 Other than a wholly owned
      subsidiary, Loma Verde Explorations Ltd. (“LVI Canada”), the Company does not
      have any subsidiaries, affiliated companies or joint venture
      partners.





LVI
      Canada was incorporated under the laws of British Columbia Canada on October
      28,
      2005 for the purpose of holding registered and beneficial title to the Company’s
      mineral claims situated in British Columbia, Canada. LVI Canada’s business and
      registered office is also located at 1060 - 470 Granville Street, Vancouver,
      B.C., V6C 1V5.





We
      are
      the registered and beneficial owner of a 100% interest in the HV 1-12, Thistle
      2
      and Thistle 3 mineral claims (collectively referred to as the “LVI Claims”)
      located in British Columbia, Canada. We acquired the LVI Claims by staking
      for
      the sum of $4,500 between February 10 th and
      Match 1 st ,
      2006.
      We are a start-up mineral exploration company in the pre-exploration stage
      and
      have not generated any operating revenues since inception.





We
      own no
      other mineral property and are not engaged in the exploration of any other
      mineral properties. There can be no assurance that a commercially viable mineral
      deposit, an ore reserve, exists on the LVI Claims or can be shown to exist
      unless and until sufficient and appropriate exploration work is carried out
      and
      a comprehensive evaluation of such work concludes economic and legal
      feasibility. To date, we have not conducted any exploration work on the LVI
      Claims. Unless and until we are able to raise additional capital we will be
      unable to conduct any exploration work. **** However,
      management of the Company has committed to advancing to the Company the funds
      necessary to carry out an initial exploration program, at an estimated cost
      of
      $4,394, should LVI is unable to raise capital from other sources. Ownership
      of
      the LVI Claims confers on us the rights to the minerals on the LVI Claims
      excepting placer minerals or coal. We do not own the land. The land is owned
      by
      the “Crown”, i.e. the Province of British Columbia, Canada. We do not have the
      right to harvest any timber on the LVI Claims





The
      Company is responsible for filing various forms with the United States
      Securities and Exchange Commission (the “SEC”) such as Form 10-KSB and Form
      10-QSB.








-4-





The
      shareholders may read and copy any material filed by the Company with the SEC
      at
      the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, DC,
      20549. The shareholders may obtain information on the operations of the Public
      Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
      Internet site that contains reports, proxy and information statements, and
      other
      information which Loma Verde Inc. has filed electronically with the SEC by
      assessing the website using the following address: http://www.sec.gov .
      Loma
      Verde Inc. has no website at this time.





**Planned
      Business**





The
      following discussion should be read in conjunction with the information
      contained in the financial statements of the Company and the notes, which form
      an integral part of the financial statements, which are attached
      hereto.





The
      financial statements mentioned above have been prepared in conformity with
      accounting principles generally accepted in the United States of America and
      are
      stated in United States dollars.





The
      Company presently has minimal day-to-day operations; consisting mainly of
      maintaining the LVI claims in good standing and preparing the reports to be
      filed with the SEC as required.





Risk
      Factors




*An
      investment in our securities involves an exceptionally high degree of risk
      and
      is extremely speculative. In addition to the other information regarding the
      Company contained in this Form 10K-SB/A, you should consider many important
      factors in determining whether to purchase the shares of our company. The
      following risk factors reflect the potential and substantial material risks
      which could be involved if you decide to purchase shares in our
      company.*






***1.***
            ***Because
                our auditors have issued a going concern opinion and because our
                officers
                and directors may not continue to loan money to us, we may not be
                able to
                achieve our objectives and may have to suspend or cease exploration
                activity****.*




Our
      auditors' report on our June 30, 2006 financial statements expressed an opinion
      that substantial doubt exists as to whether we can continue as an ongoing
      business for the next twelve months. Although our officers and directors have
      committed to commit to loan or advance up to $19,666 (refer to page 20) to
      us to
      finance our expected expenses over the next 12 months, nevertheless if we do
      not
      raise additional capital through the issuance of treasury shares, we will be
      unable to conduct significant exploration activity and may have to cease
      operations and go out of business.




***2.***
            ***Because
                the probability of an individual prospect ever having reserves is
                extremely remote, in all probability our property does not contain
                any
                reserves, and any funds spent on exploration will be lost.***




Because
      the probability of an individual prospect ever having ore reserves is extremely
      remote, in all probability our sole property, the LVI Claims, do not contain
      any
      reserves, and any funds spent on exploration will be lost. If we cannot raise
      further funds as a result, we may have to suspend or cease operations entirely
      which would result in the loss of our shareholders’ investment.






-5-






***3.***
            ***We
                lack an operating history and have losses which we expect to continue
                into
                the future. As a result, we may have to suspend or cease exploration
                activity or cease operations.***




We
      were
      incorporated in 2005, have not yet conducted any exploration activities and
      have
      not generated any revenues. We have an insufficient exploration history upon
      which to properly evaluate the likelihood of our future success or failure.
      Our
      net loss from inception to June 30, 2006, the date of our audited financial
      statements attached thereto, is $39,889. Our ability to achieve and maintain
      profitability and positive cash flow in the future is dependent
      upon




*
            our
                ability to locate a profitable mineral property*
            our
                ability to locate an economic ore reserve*
            our
                ability to generate revenues*
            our
                ability to reduce exploration
                costs.




Based
      upon current plans, we expect to incur operating losses in future periods.
      This
      will happen because there are expenses associated with the research and
      exploration of our mineral property. We cannot guarantee we will be successful
      in generating revenues in the future. Failure to generate revenues will cause
      us
      to go out of business.




***4.***
            ***Because
                our officers and directors do not have technical training or experience
                in
                starting, and operating an exploration company nor in managing a
                public
                company, we will have to hire qualified personnel to fulfill these
                functions. If we lack funds to retain such personnel, or cannot locate
                qualified personnel, we may have to suspend or cease exploration
                activity
                or cease operations which will result in the loss of our shareholders’
                investment.***




Because
      our officers and directors are inexperienced with exploring for minerals and
      starting, and operating a mineral exploration company, we will have to hire
      qualified persons to perform surveying, exploration, and excavation of our
      property. Our officers and directors have no direct training or experience
      in
      these areas and as a result may not be fully aware of many of the specific
      requirements related to working within the industry. Their decisions and choices
      may not take into account standard engineering or managerial approaches, mineral
      exploration companies commonly use. Consequently our exploration, earnings
      and
      ultimate financial success could suffer irreparable harm due to management's
      lack of experience in this industry. Additionally, our officers and directors
      have no direct training or experience in managing and fulfilling the regulatory
      reporting obligations of a ‘public company’. Unless our three part time officers
      are willing to spend more time addressing these matters, we will have to hire
      professionals to undertake these filing requirements for the Company and this
      will increase the overall cost of operations. As a result we may have to suspend
      or cease exploration activity, or cease operations altogether, which will result
      in the loss of our shareholders’ investment.






-6-





***5.***
            ***We
                have no known ore reserves. Without ore reserves we cannot generate
                income
                and if we cannot generate income we will have to cease exploration
                activity which will result in the loss our shareholder’ investment.***




We
      have
      no known ore reserves. Even if we find gold mineralization ****** we
      cannot
      guarantee that any gold mineralization ****** will
      be
      of sufficient quantity so as to warrant recovery. Additionally, even if we
      find
      gold mineralization ****** in
      sufficient quantity to warrant recovery, we cannot guarantee that the ore will
      be recoverable. Finally, even if any gold mineralization ****** is
      recoverable, we cannot guarantee that this can be done at a profit. Failure
      to
      locate gold deposits in economically recoverable quantities will mean we cannot
      generate income. If we cannot generate income we will have to cease exploration
      activity, which will result in the loss of our shareholders’ investment.






***6.***
            ***If
                we don't raise enough money for exploration, we will have to delay
                exploration or go out of business, which will result in the loss
                of our
                shareholders’ investment.***




We
      are in
      the very early pre-exploration stage. We need to raise additional capital to
      undertake our planned exploration activity. We estimate we have sufficient
      cash
      on hand, to continue operations for two months provided we do not carry out
      any
      of our planned exploration activity. Although our officers and directors have
      agreed to advance funds sufficient to enable us to carry out Phase I of our
      exploration program as well as funds necessary to cover our estimated expenses
      for the next 12 months, we will be unable to conduct significant exploration
      unless we raise additional capital. Our shareholders’ may have invested in a
      company that will not have the funds necessary to conduct any significant
      exploration activity due to our inability to raise additional capital. If that
      occurs we will have to delay exploration or cease our exploration activity
      and
      go out of business which will result in the loss of our shareholders’
investment.






***7.***
            ***Because
                we are small and do not have much capital, we must delay conduct
                of any
                exploration and as a result may not find an ore
                body*****.*****Without
                an ore body, we cannot generate revenues and our shareholders’ might lose
                their investment.***




Any
      potential development of and production from our exploration property depends
      upon the results of exploration programs and/or feasibility studies and the
      recommendations of duly qualified engineers and geologists. Because we are
      small
      and do not have much capital, we must limit our exploration activity unless
      and
      until we raise additional capital. Any decision to expand our operations on
      our
      exploration property will involve the consideration and evaluation of several
      significant factors including, but not limited to:





-7-




●
            Costs
                of bringing the LVI Claims into production including exploration
                preparation of production feasibility studies, and construction of
                production facilities;●
            Availability
                and cost of financing;●
            Ongoing
                costs of production;●
            Market
                prices for the minerals to be produced;●
            Environmental
                compliance regulations and restraints; and●
            Political
                climate and/or governmental regulations and
                controls.




Such
      programs will require very substantial additional funds. Because we may have
      to
      limit our exploration, we may not find an ore body, even though our property
      may
      contain mineralized material. Without an ore body, we cannot generate revenues
      and our shareholders’ might lose their investment.






***8.***
            ***We
                may not have access to all of the supplies and materials we need
                to begin
                exploration which could cause us to delay or suspend exploration
                activity.***




Competition
      and unforeseen limited sources of supplies in the industry could result in
      occasional spot shortages of supplies, such as dynamite, and certain equipment
      such as bulldozers and excavators that we might need to conduct exploration.
      We
      have not attempted to locate or negotiate with any suppliers of products,
      equipment or materials. We will attempt to locate products, equipment and
      materials as and when we are able to raise the requisite capital. If we cannot
      find the products and equipment we need, we will have to suspend our exploration
      plans until we do find the products and equipment we need.






***9.***
            ***Because
                our officers and directors have other outside business activities
                and may
                not be in a position to devote a majority of their time to our planned
                exploration activity, our exploration activity may be sporadic which
                may
                result in periodic interruptions or suspensions of
                exploration***.




Our
      President and CEO, will be devoting only 20% of his time, approximately 30
      hours
      per month, to our operations and business. Our CFO will be devoting
      approximately 10 hours per month to our operations and our Secretary-Treasurer
      will be devoting only approximately 10 hours per month to our operations. As
      a
      consequence our business may suffer. For example, because our officers and
      directors have other outside business activities and may not be in a position
      to
      devote a majority of their time to our planned exploration activity, such
      exploration activity may be sporadic or may be periodically interrupted or
      suspended. Such suspensions or interruptions may cause us to cease operations
      altogether and go out of business.






-8-







***10.
      Because we may be unable to meet property maintenance requirements or acquire
      necessary mining licenses, we may lose our interest in the LVI Claims.***




In
      order
      to maintain our interest in the LVI Claims we must make an annual payment and/or
      expend certain minimum amounts on the exploration of the mineral claims of
      at
      least $4,461 each year. If we fail to make such payments or expenditures in
      a
      timely fashion, we may lose our interest in the mineral claims. Further, even
      if
      we do complete exploration activities, we may not be able to obtain the
      necessary licenses to conduct mining operations on the property, and thus would
      realize no benefit from exploration activities on the LVI Claims.




***11.
      Because mineral exploration and development activities are inherently risky,
      we
      may be exposed to environmental liabilities. If such an event were to occur
      it
      may result in a loss of our shareholders’ investment.***




The
      business of mineral exploration and extraction involves a high degree of risk.
      Few properties that are explored are ultimately developed into production.
      At
      present, the LVI Claims, our sole properties, do not have a known body of
      commercial ore. Unusual or unexpected formations, formation pressures, fires,
      power outages, labor disruptions, flooding, explosions, cave-ins, landslides
      and
      the inability to obtain suitable or adequate machinery, equipment or labor
      are
      other risks involved in extraction operations and the conduct of exploration
      programs. We do not carry liability insurance with respect to our mineral
      exploration operations and we may become subject to liability for damage to
      life
      and property, environmental damage, cave-ins or hazards. There are also physical
      risks to the exploration personnel working in the rugged terrain of British
      Columbia, often in poor climatic conditions. Previous mining exploration
      activities may have caused environmental damage to the LVI Claims. It may be
      difficult or impossible to assess the extent to which such damage was caused
      by
      us or by the activities of previous operators, in which case, any indemnities
      and exemptions from liability may be ineffective. If the LVI Claims are found
      to
      have commercial quantities of ore, we would be subject to additional risks
      respecting any development and production activities. Most exploration projects
      do not result in the discovery of commercially mineable deposits of
      ore.




***12.
      No matter how much money is spent on the LVI Claims, the risk is that we might
      never identify a commercially viable ore reserve.***





No
      matter
      how much money may be spent over the years on the LVI Claims, we might never
      be
      able to find a commercially viable ore reserve. Over the coming years, we could
      spend a great deal of money on the LVI Claims without finding anything of value.
      There is a high probability the LVI Claims does not contain any reserves so
      any
      funds spent on exploration will probably be lost.








-9-





***13.
      Even with positive results during exploration, the LVI Claims might never be
      put
      into commercial production due to inadequate tonnage, low metal prices or high
      extraction costs.***





We
      might
      be successful, during future exploration programs, in identifying a source
      of
      minerals of good grade but not in the quantity, the tonnage, required to make
      commercial production feasible. If the cost of extracting any minerals that
      might be found on the LVI Claims is in excess of the selling price of such
      minerals, we would not be able to develop the LVI Claims. Accordingly even
      if
      ore reserves were found on the LVI Claims, without sufficient tonnage of
      adequate grade we would still not be able to economically extract the minerals
      from the LVI Claims in which case we would have to abandon the LVI Claims and
      seek another mineral property to develop, or cease operations
      altogether.




***14.
      Because we have not put a mineral deposit into production before, we will have
      to acquire outside expertise. If we are unable to acquire such expertise we
      may
      be unable to put our property into production and our shareholders’ might lose
      their entire investment in our company..***




We
      have
      no experience in placing mineral deposit properties into production, and our
      ability to do so will be dependent upon using the services of appropriately
      experienced personnel or entering into agreements with other major resource
      companies that can provide such expertise. There can be no assurance that we
      will have available to us the necessary expertise when and if we place a mineral
      deposit into production. ******






***15.
      Without a public market there is no liquidity for our shares and our
      shareholders may never be able to sell their shares which would result in a
      total loss of their investment.*** ****




Our
      common shares are not listed on any exchange or quotation system and do not
      have
      a market maker which results in no market for our shares. Therefore, our
      shareholders will not be able to sell their shares in an organized market place
      unless they sell their shares privately. If this happens, our shareholders
      might
      not receive a price per share which they might have received had there been
      a
      public market for our shares. It is our intention to apply for a quotation
      on
      the OTCBB whereby:





●
            We
                will have to be sponsored by a participating market maker who will
                file a
                Form 211 on our behalf since we will not have direct access to the
                NASD
                personnel; and●
            We
                will not be quoted on the OTCBB unless we are current in our periodic
                reports; being at a minimum Forms 10K-SB and 10QSB filed with the
                SEC or
                other regulatory authorities.





***16.*******
            ***Even
                if a market**********develops
                for our shares our shares may be thinly traded, with wide share price
                fluctuations, low share prices and minimal
                liquidity.***





If
      a
      market for our shares develops, the share price may be volatile with wide
      fluctuations in response to several factors, including:






-10-





●
            Potential
                investors’ anticipated feeling regarding our results of
                operations;●
            Increased
                competition and/or variations in mineral prices;●
            Our
                ability or inability to generate future revenues; and●
            Market
                perception of the future of the mineral exploration
                industry.





In
      addition, if our shares are traded on the OTCBB, our share price may be impacted
      by factors that are unrelated or disproportionate to our operating performance.
      Our share price might be affected by general economic, political and market
      conditions, such as recessions, interest rates or international currency
      fluctuations. In addition, even if our stock is approved for quotation by a
      market maker through the OTCBB, stocks traded over this quotation system are
      usually thinly traded, highly volatile and not followed by analysts. These
      factors, which are not under our control, may have a material effect on our
      share price.





***17.
      We anticipate the need to sell additional treasury share in the future meaning
      that there will be a dilution to our existing shareholders resulting in their
      percentage ownership in our Company being reduced
      accordingly.***





We
      expect
      that the only way we will be able to acquire additional funds is through the
      sale of our common stock. This will result in a dilution effect to our
      shareholders whereby their percentage ownership interest in the Company is
      reduced. The magnitude of this dilution effect will be determined by the number
      of shares we will have to issue in the future to obtain the funds
      required.




***18.
      Because our securities are subject to penny stock rules, you may have difficulty
      reselling your shares*** **.**




Our
      shares are "penny stocks" and are covered by Section 15(g) of the Securities
      Exchange Act of 1934 which imposes additional sales practice requirements on
      broker/dealers who sell the Company's securities including the delivery of
      a
      standardized disclosure document; disclosure and confirmation of quotation
      prices; disclosure of compensation the broker/dealer receives; and, furnishing
      monthly account statements. For sales of our securities, the broker/dealer
      must
      make a special suitability determination and receive from its customer a written
      agreement prior to making a sale. The imposition of the foregoing additional
      sales practices could adversely affect a shareholder's ability to dispose of
      his
      stock.








-11-







**ITEM
      2. DESCRIPTION OF PROPERTY**




The
      Company’s sole mineral property is:





**LVI
      Claims**





LVI
      Canada is the registered and beneficial owner of a 100% interest in the LVI
      Claims, located in British Columbia, Canada.





Beneficial
      ownership of the LVI Claims confers the rights to the minerals on the LVI Claims
      except for placer minerals or coal. We do not own the land itself since it
      is
      held in the name of the “Crown”, i.e. the Province of British Columbia. We do
      not have the right to harvest any timber on the LVI Claims.




The
      claim
      name, tenure number, expiry date, map sheet reference number and recorded owner
      of the LVI Claims is as follows:





**Claim
                Name**
            **Tenure
                Record**
              **Number**
            **Expiry****Date**
            **Map****Shee****t**
            **Owner**HV
                1-12
            508118
            March
                1/07
            MO92F02E
            Loma
                Verde Explorations Ltd.Thistle
                2
            527389
            Feb
                10/07
            MO92F02E
            Loma
                Verde Explorations Ltd.Thistle
                3
            527390
            Feb
                10/07
            MO92F02E
            Loma
                Verde Explorations Ltd.





The
      LVI
      Claims cover an area of 1,269.07 hectares (approximately 3,136
      acres).





To
      maintain the claims in good standing, such that they do not expire on the date
      indicated in the preceding table, we must undertake exploration work on the
      LVI
      Claims before the expiry date, or pay cash of approximately $4,461in lieu of
      doing exploration work, to the Province of British Columbia. This is an annual
      obligation. Failure to do either, each year, will result in the LVI Claims
      reverting to the Province of British Columbia.




The
      LVI
      Claims was selected for acquisition due to previously recorded exploration
      work
      and because the claims are not located in an environmentally sensitive region.




Additional
      information regarding the LVI Claims can be found at the British Columbia
      government website located at http://www.mtonline.gov.bc.ca/ .






**Location
      and Access**




The
      LVI
      Claims are located approximately 16 kilometers (10 miles) south east of Port
      Alberni, British Columbia, a town of approximately 20,000 located on Vancouver
      Island. The area covered by the claims is an active logging region thus numerous
      heavy operators and equipment available for hire. Port Alberni provides most
      necessary amenities and supplies including, fuel, helicopter services and
      hardware while drilling companies and assay services are available in the town
      of Campbell River (also on Vancouver Island) or in Vancouver, B.C. Access to
      our
      claims is via paved road and thereafter by good gravel logging road to the
      claims. There are numerous logging roads and trails throughout the area covered
      by the claims.






-12-







The
      topography and relief of the LVI Claims is fairly rugged with elevations ranging
      from 1,300 to 3,000 feet. Annual precipitation is heavy. Snow pack varies from
      year to year but often remains until late spring.




**Property
      Geology**





The
      geology of the LVI Claims is dominated by basaltic flows and pillow basalt
      underlain by a complexly inter-layered succession of volcanic and sedimentary
      rocks.





Disseminated
      to semi-massive sulphide mineralization, consisting or pyrite, minor pyrhotite,
      traces of visible chalcopyrite and some magnetite quartz-epidote-calcite
      stringers occur in extention of the ‘mineral creek fault’, a fault hosting a
      defined deposit some 3 miles north of the LVI Claims.





At
      least
      three deposit types are associated with the rock units noted above and the
      indictaed geological environment underlying the LVI Claims:





·
            
            quartz
                vein type mineralization;·
            
            massive
                sulphide mineralization; and·
            
            massive
                sulphide related skarn
                mineralization.





At
      least
      have some of the elements of their host geology for each of these well know
      deposit types have been found on the LVI Claims. Thus there is the potential
      for
      locating one or more of these deposit types on the LVI Claims





**Previous
      Exploration**





The
      area
      surrounding the LVI Claims has been an active mining area for precious metals
      since the discovery of the ‘Vancouver Island Gold Mine’ in the late 1890’s, a
      very small scale ‘pick and shovel’ mine. Numerous mineralized zones throughout
      the area, and on the LVI Claims, remain to be explored.





The
      LVI
      Claims were the subject of an airborne geophysical survey conducted in the
      1990’s. This survey identified a number of zones on the claims with readings
      consistent with the deposit types noted above. While by no means definitive,
      the
      results of the geophysical survey indicate that further exploration of the
      LVI
      Claims is warranted.





There
      are
      no public records of significant work having been done in the past on the area
      now covered by the LVI Claims. However, significant work was conducted in the
      1980’s by Westmin Resources Limited on what was known as the Vancouver Island
      Mine, now called the ‘Debbie Mine’, some 3 miles to the north of the LVI Claims.
      This is relevant because the ‘mineral creek fault’ found at the Debbie Mine
      extends to the LVI Claims giving rise to the possibility than gold
      mineralization found in the mineral creek fault at the Debbie Mine may possibly
      exist on the LVI Claims.






-13-




**Proposed
      Exploration Work - Plan of Operation**




Mr.
      William Timmins, P. Eng., authored the "Geology Report On Thistle Property”
dated March, 2006 (the “Timmins’ Report”), in which he recommended a two-phase
      exploration program to properly evaluate the potential of the claim. We must
      conduct exploration to determine what minerals exist on our property and whether
      they can be economically extracted and profitably processed. We plan to proceed
      with exploration of the LVI Claims, in the manner recommended in the Timmin’s
      Report, to determine the potential for discovering commercially exploitable
      deposits of gold and silver.




We
      do not
      have any ores or reserves whatsoever at this time on the LVI Claims.




Mr.
      Timmins is a registered Professional Engineer in good standing in the
      Association of Professional Engineers and Geoscientists of British Columbia.
      He
      is a graduate of the Provincial Institute of Mining, Haileybury Ontario (1956)
      and attended Michigan Technological University (1962-65) and was licensed by
      the
      Professional Engineers of British Columbia (geological discipline) in 1969.
      Mr.
      Timmins has practiced his profession as a Professional Engineer for over 39
      years.




The
      Timmin’s Report recommends a two-phase exploration program to properly evaluate
      the potential of the LVI Claims. We anticipate, based on the Timmin’s Report,
      that Phase I of the recommended geological exploration program will cost
      approximately $4,394. The cost estimates for this work program are based on
      Mr.
      Timmin’s recommendations and reflect local costs for this type of
      work.




We
      intend
      to undertake Phase I work at some point during the fall or early winter of
      2006.
      Precise timing of the work will depend upon weather conditions in the vicinity
      of the LVI Claims. Depending upon how dry the late spring and summer weather
      may
      be, the heavily forested area which hosts the LVI Claims may be subject to
      closures during periods of high risk for forest fires.




Phase
      I
      work will include detailed
      geological mapping, the creation of maps showing the location of all roads
      within and near the perimeter of the LVI Claims; silt sampling of every drainage
      or draw, including soil sampling if necessary and prospecting. When we map,
      we
      essentially generate a drawing of the physical features of the land we are
      interested in as well as a depiction of what may have been found in relation
      to
      the boundaries of the property. So we will actually draw a scale map of the
      area
      and make notes on it as to the location where anything was found that was of
      interest or not. In the process we will also identify any showings which appear
      to warrant sampling, i.e. any rock formations that appear to warrant our taking
      soil and rock samples from the claims to a laboratory where a determination
      of
      the elemental make up of the sample and the exact concentrations of gold, copper
      and other indicator minerals can be made. Based on the Timmins’ Report we expect
      the costs of Phase I work to total approximately $4,394.




Should
      Phase I results warrant further work and provided we are able to raise
      additional capital, in Phase II (at an estimated cost of a further $4,394)
      we
      would undertake additional rock and geochemical sampling. This work would be
      designed to compare the relative concentrations of gold, copper and






-14-




other
      indicator minerals in samples so the results from different samples can be
      compared in a more precise manner and plotted on a map to evaluate their
      significance. If an apparent mineralized zone(s) is identified and narrowed
      down
      to a specific area(s) by the Phase I & II work, diamond drilling of selected
      targets to test the apparent mineralized zones may be warranted.




Work
      is
      phased in such a manner as to allow decision points to ensure that future work
      has a value and will provide better or additional information as to the
      viability of the claim. By utilizing a multi-phase work program, at the end
      of
      each phase a decision can be made as to whether the phase has provided the
      necessary information to increase the viability of the project. If the
      information obtained as a result of any phase indicates that there is no
      increased probability of finding an economically viable deposit at the end
      of
      the project, a determination would be made that the work should cease at that
      point. This is a LVI procedure in the industry prior to the commitment of
      additional funding to move a project forward to the next phase of exploration
      and/or development.




Since
      the
      LVI Claims is located at an elevation that is subject to cold winters with
      snowfall accumulations **,** no work
      could be undertaken on our property until late spring/summer 2006.




Particularly
      since we have a limited operating history, no reserves and no revenue, our
      ability to raise additional funds to conduct Phase II work might be limited.
      If
      we are unable to raise the necessary funds, we would be required to suspend
      LVI's operations and liquidate our company. See, particularly, ‘Risk Factors’ 1,
      3, and 7 on pages 5, 6 and 7, respectively.




We
      will
      focus available working capital on the exploration of the LVI Claims, our sole
      property.




There
      are
      no permanent facilities, plants, buildings or equipment on the LVI
      Claims.




**Competitive
      Factors**




The
      gold
      mining industry is highly fragmented. We are competing with many other
      exploration companies looking for gold. We are among the smallest exploration
      companies in existence and are an infinitely small participant in the gold
      exploration and mining business which is the cornerstone of the founding and
      early stage development of the mining industry. While we generally compete
      with
      other exploration companies, there is no competition for the exploration or
      removal of minerals from our claims. Readily available gold markets exist in
      Canada and around the world for the sale of gold. Therefore, we will likely
      be
      able to sell any gold that we are able to recover, in the event commercial
      quantities are discovered on the LVI Claims. There is no ore body on the LVI
      Claims.




**Regulations**




Our
      proposed mineral exploration program is subject to the Canadian Mineral Tenure
      Act Regulation. This act sets forth rules for locating claims, posting claims,
      working claims and reporting work performed. We are also subject to the British
      Columbia Mineral Exploration Code which indicates to a company where it can
      explore for minerals. We must comply with these government laws in order to
      operate our business. Complying with these rules will not adversely affect
      our
      operations. These Acts will not have any material impact on our business or
      operations. We will comply with these Acts as noted below.






-15-







●
            
            Establishing
                a grid to take soil and rock samples does not require approval from
                the
                Provincial government. When the work is completed, we will be required
                to
                complete a “Statement of Work, Cash Payment and Rental” form and submit it
                to the Ministry along With a filing fee of $150. The work recorded
                on this
                form will maintain the LVI Claims in good standing for a further
                twelve
                months.●
            
            When
                undertaking either a trenching or drilling program, we will be required
                to
                complete a “Notice of Work” form indicating the work to be undertaken by
                us on the LVI Claims. At the same time, we will have to complete
                and file
                with the Ministry a Reclamation Permit” and a “Safekeeping Agreement” to
                ensure that subsequent to the completion of our program that we leave
                the
                area in roughly the same state it waspreviously.●
            
            If
                we wish to cut any trees on the LVI Claims we will have to apply
                for a
                “License to Cut” under the Forestry Ministry. The cost of applying for
                this license is approximately $150.●
            
            Our
                exploration work will have to done in accordance with the “Mineral
                Exploration Code - Part II - Health, Safety and Reclamation Code
                of
                Mines”.●
            
            While
                exploring the LVI Claims, we will have to adhere to the requirements
                of
                the “Fire Protection and Suppression Regulations of Forest Practice Codes”
                of British Columbia which relates to open fires, use of stoves, use
                of
                explosives and what to do during forest
                closures.





We
      are
      continually subject to environmental regulations by the federal and provincial
      governments of Canada. The environment is a “shared” power between the Federal
      and Provincial governments of Canada. In regard to provincial laws, we must
      provide prior notice and a description of the planned exploration work before
      commencement of the work. Work that involves mechanized activities, such as
      airborne geological surveys, off road vehicles and drilling, cannot commence
      until the plan has been received by the Department of Natural Resources and
      Exploration for approval. Compliance with provincial laws should not have a
      material adverse effect on us. However, without provincial approval, we may
      be
      unable to undertake our exploration activities on the LVI Claims.





The
      Federal Government does not take an active part in environmental issues in
      the
      mining industry unless a salmon spawning river is in danger. This is not the
      case with the LVI Claims. Local governmental agencies do not become involved
      with environmental issues since they rely upon the Provincial Government to
      ensure regulations are adhered to.








-16-





It
      is
      reasonable to expect that compliance with environmental regulations will
      increase our costs. Such compliance may include feasibility studies on the
      surface impact of our future exploration operations; costs associated with
      minimizing surface impact; water treatment and protection; reclamation


activities,
      including rehabilitation of various sites; on-going efforts at alleviating
      the
      mining impact of wildlife; and permits or bonds as may be required to ensure
      our
      compliance with applicable regulations. It is possible that these costs and
      delays associated with such compliance could become so prohibitive that we
      may
      decide to not proceed with exploration on the LVI Claims.





**Employees**




Initially,
      we intend to use the services of subcontractors for manual labor exploration
      work on our claims and an engineer or geologist to manage the exploration
      program. At present, we have no employees as such although each of our officers
      and directors works for the Company on a part time basis. None of our officers
      and directors has an employment agreement with us. We presently do not have
      pension, health, annuity, insurance, profit sharing or similar benefit plans;
      however, we may adopt such plans in the future. There are presently no personal
      benefits available to any employee.




We
      intend
      to hire geologists, engineers and other subcontractors on an as needed basis.
      We
      have not entered into negotiations or contracts with any of them although it
      is
      our intention to retain Mr. Timmins as senior geological consultant. We do
      not
      intend to initiate negotiations or hire anyone unless and until we have the
      funds necessary to commence exploration activities





Investment
      Policies





The
      Company does not have an investment policy at this time. Any excess funds it
      has
      on hand will be deposited in interest bearing notes such as term deposits or
      short term money instruments. There are no restrictions on what the director
      is
      able to invest or additional funds held by the Company. Presently the Company
      does not have any excess funds to invest.




**ITEM
      3. LEGAL PROCEEDINGS**







There
      are
      no legal proceedings to which the Company or its subsidiary is a party or to
      which its property is subject, nor to the best of management’s knowledge are any
      material legal proceedings contemplated.




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS**




There
      has
      been no Annual General Meeting of Stockholders within the last fiscal
      year.








-17-







**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**




During
      the past year, there has been no established trading market for the Company’s
      common stock. Since its inception, the Company has not paid any dividends on
      its
      common stock, and it does not anticipate that it will pay dividends in the
      foreseeable future. As at June 30, 2006, the Company had 38 shareholders; three
      of these shareholders are officers and/or directors of the Company.




**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**




**OVERVIEW**





The
      Company was incorporated on October 17, 2005 under the laws of the State of
      Nevada. The Company's Articles of Incorporation currently provide that the
      Company is authorized to issue 200,000,000 shares of common stock, par value
      $0.001 per share. As at June 30, 2006, there were 2,561,000 shares outstanding.





**LIQUIDITY
      AND CAPITAL RESOURCES**





As
      at
      June 30, 2006, the Company had cash of $1,169 and liabilities of $14,258. The
      liabilities of $8,311 owed to general creditors are as follows: the transfer
      agent - $690, auditors - $2,500, internal accountant - $5,100, and other
      payables - $21. The amount owed to related parties of $5,947 is non-interest
      bearing and has not fixed terms of repayment.





During
      the period, the Company has incurred the following expenses:





**Expenditure**
            
            **Amount**Accounting
                and audit
            i
            $
                10,095Bank
                charges
            
            322Consulting
            ii
            10,000Exploration
                and filing fees
            iii
            4,500Filing
                fees
            iv
            632Incorporation
                costs
            v
            1,424Legal
            vi
            2,500Management
                fees
            vii
            4,500Office
            
            726Rent
            viii
            2,700Telephone
            ix
            1,800Transfer
                agent's fees and interest
            x
            690Total
                expenses
            
            $39,889





i.
            The
                Company accrues $495 in fees to its auditors, Madsen & Associates,
                CPA's Inc., for the review of its March 31, 2006 10-QSB, $2,000 for
                the
                audit as at February 28, 2006 and $2,500 for the examination of the
                Form
                10-KSB as at June 30, 2006. In addition, the Company has accrued
                $1,000
                for its February 28, 2006 financial statements, $750 for its March
                31,
                2006 10QSB and $1,000 for its June 30, 2006 for this Form 10-KSB/A
                in
                order that the accountant can prepare the applicable working papers
                and
                other information to be submitted to the auditors for their review
                of the
                Form 10-QSBs and 10-KSBs and $500 for the preparation of Form 8A.
                The
                Company has also incurred $1,850 in Edgarizing
                charges.






-18-






ii.
            The
                company has incurred $10,000 in consulting fees paid for the preparation
                of the SB-2 which became effective on May 19,
                2006.





iii.
            The
                company paid $4,500 for the geology report prepared on the Thistle
                property.





iv.
            The
                Company has paid $200 for the initial list of officers and directors
                and
                $432 for a free miner license for Loma Verde Explorations Ltd., our
                Canadian subsidiary.





v.
            Incorporation
                costs consist of $1,100 paid to Empire Stock Transfer for incorporation
                and resident agent fees, and $324 paid for the incorporation of Loma
                Verde
                Explorations Ltd.





vi. Legal
      expense relating to consent letter attached to Form SB-2.





vii.
            The
                Company does not compensate its directors for the service they perform
                for
                the Company since, at the present time, it does not have adequate
                funds to
                do so. Nevertheless, management realizes that it should give recognition
                to the services performed by the directors and officers and therefore
                has
                accrued $500 per month. This amount has been expensed in the current
                period with the offsetting credit being allocated to "Capital in
                Excess of
                Par Value" on the balance sheet. The Company will not, in the future,
                be
                responsible for paying either cash or shares in settling this
                accrual.





viii.
            The
                Company does not incur any rental expense since it used the personal
                office of its President. Similar to management fees, rent expense
                should
                be reflected as an operating expense. Therefore, the Company has
                accrued
                $300 per month as an expense with an offsetting credit to "Capital
                in
                Excess of Par Value".





ix.
            The
                Company does not have its own telephone number but uses the telephone
                number of its President. Similar to management fees and rent, the
                Company
                accrues an amount of $200 per month to represent the charges for
                telephone
                with an offsetting entry to "Capital in Excess of Par
                Value".





x.
            Transfer
                agent fees are for a CUSIP number and for stock certificate issuing
                fees.





As
      of
      June 30, 2006 we had cash reserves of $1,169 and unpaid accounts payable of
      $14,258 including $5,947 to related parties. Including the cost of completing
      the Phase I exploration program on the LVI Claims, our non-elective expenses
      over the next twelve months, are expected to be as follows:






-19-






Source
                of Expense
            
            AmountAccountant
            (i)
            $
                3,500Auditors
            (ii)
            4,000Bank
                charges
            
            200Exploration
                - Phase 1
            (iii)
            4,394Filing
                fees
            (iv)
            125Office
                and miscellaneous
            (v)
            500Transfer
                agent’s fees
            (vi)
            1,000Estimated
                expenses for next 12 months
            
            13,719Add:
                Accounts payable to third parties
            
            5,947twelve
                months
            
            $19,666





(i)  Accountant  Regardless
      of the time of the effectiveness of this registration
      statement,  we
      will
      have to file quarterly and annual financial statements as follows:





Period
                Ending
            
            Accountant’s
                FeesSeptember
                30, 2006 - three month period
            
            $
                750December
                31, 2006 - six month period
            
            750March
                31, 2007 - nine month period
            
            750June
                30, 2007 - fiscal year end
            
            1,250Estimated
                total expense
            
            $3,500





(ii)  Auditors   Similar
      to accountant’s fees noted above the following expense is  estimated
      to occur over the next twelve month period:





Period
                Ending
            
            Auditors’
                FeesSeptember
                30, 2006 - three month period
            
            $
                500December
                31, 2006 - six month period
            
            500March
                31, 2007 - nine month period
            
            500June
                30, 2006 - fiscal year end
            
            2,500Estimated
                total expense
            
            $4,000







(iii)  Exploration
      - Phase I  William
      Timmins has estimated that Phase I comprised mainly of
      geological mapping, silt and soil geochemical sampling of defined drainage,
      and prospecting,
      will initially cost Cdn $5,000 (US$4,394).





(iv)  Filing
      Fees  Annually
      we will be required to pay to the Secretary of State of Nevada
      a filing
      fee to maintain it in good standing for a further year.





(v)  Office
      and miscellaneous  Based
      on
      our experience to date we have estimated office and miscellaneous expenses
      for
      the next twelve months for such items as delivery, photocopying, faxing and
      general office supplies.





(vi)  Transfer
      agent’s fees  The
      annual charge by Empire Stock Transfer Inc. to act as transfer  agent
      for
      us is $500. The additional charge of $500 represents the cost of preparation
      of
      share certificates under this registration statement and other miscellaneous
      expenses which might be incurred.





Should
      funding prove unavailable from other sources, management of the Company has
      committed to advancing to the Company up to $19,666, the amount expected to
      be
      required to finance our operations over the next 12 months. Management has
      agreed to advance these funds on an ‘as needed’ basis to ensure the Company is
      able to pay its accounts payable as and when due, pay its accountants and other
      professional advisers during the year as well as undertake the Phase I
      exploration work on the LVI Claims, as recommended in the Timmins’
Report.






-20-




Nevertheless,
      our future operations are dependent upon our ability to obtain third party
      financing in the form of debt and equity and ultimately to generate future
      profitable operations or income from its investments. As of August 25, 2006,
      we
      have not generated revenues, and have experienced negative cash flow from
      operations. We may look to secure additional funds through future debt or equity
      financings. Such financings may not be available or may not be available on
      reasonable terms.




We
      do not
      expect to purchase or sell any plant or significant equipment during the next
      year.





We
      do not
      expect any significant changes in the number of employees.




**ITEM
      7. FINANCIAL STATEMENTS**




The
      consolidated financial statements of Loma Verde Inc. and subsidiary are included
      following the signature page to this Form 10-KSB/A.







**ITEM
      8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**




During
      the period ended June 30, 2006 to the best of the Company’s knowledge, there
      have been no disagreements with Madsen & Associates, CPA's Inc. on any
      matters of accounting principles or practices, financial statement disclosure,
      or audit scope procedures, which disagreement if not resolved to the
      satisfaction of Madsen & Associates, CPA's Inc. would have caused them to
      make a reference in connection with its report on the financial statements
      as at
      June 30, 2006.







**ITEM
      8A - CONTROLS AND PROCEDURES**







(a)  Evaluation
      of Disclosure Controls and Procedures





Our
      Chief
      Executive Officer and our Chief Financial Officer, after evaluating the
      effectiveness of our controls and procedures (as defined in the Securities
      Exchange Act of 1934 Rules 13a 14(c) and 15d 14 (c) as of the date within 90
      days of the filing of this annual report on Form 10-KSB (the “Evaluation Date”),
      have concluded that as of the Evaluation Date, our disclosure controls and
      procedures were adequate and effective to ensure that material information
      relating to it would be made known to us by others, particularly during the
      period in which this annual report on Form 10-KSB was being
      prepared.






-21-




(b)  Changes
      in Internal Controls





There
      were no significant changes in our internal controls or in other factors that
      could significantly affect our disclosure controls and procedures subsequent
      to
      the Evaluation Date, nor any significant deficiencies or material weaknesses
      in
      such disclosure controls and procedures requiring corrective
      actions.




**PART
      111**




**ITEM
      9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE
      WITH SECTION 16 (a) OF THE EXCHANGE ACT**




**Officers
      and Directors and their backgrounds**




Each
      of
      our Directors serves until his successor is elected and qualified. Each of
      our
      officers is elected by the Board of Directors to a term of one (1) year and
      serves until his successor is duly elected and qualified, or until he is removed
      from office. The Board of Directors has no nominating or compensation
      committees.




The
      name,
      address, age and position of our officers and directors is set forth below:




**Name
                and Address**
            **Position(s****)**
            **Age**Peter
                Hill
              Vancouver,
              B.C.,
                Canada,
            Chief
                Executive
              Officer,
                President
              and
                Director(1)
            69Virgilio
                Santana
              Puerto
                Plata,
              Dominican
                Republic
            Chief
                Financial Officer,
              Chief
                Accounting
              Officer,
                and Director(2)
            30Belkis
                Reyes,
              Cabarete,
              Dominican
                Republic
            Secretary-Treasurer
              (3)
            30





(1)
            Peter
                Hill was appointed a director on October 17, 2005, and President
                and the
                Chief Executive Officer on October 25, 2005.(2)
            Virgrilio
                Santana was appointed director on October 18, 2005 and was appointed
                and
                Chief Financial Officer and Chief Accounting Officer October 25,
                2005.(3)
            Belkis
                Reyes was appointed Secretary Treasurer on October 25,
                2005.





The
      percentage of common shares beneficially owned, directly or indirectly, or
      over
      which control or direction are exercised by the directors and officers of our
      Company, collectively, is approximately 88% of the total issued and outstanding
      shares.




None
      of
      our directors or officers has professional or technical accreditation in the
      mining business.






-22-




PETER
      HILL has been
      the President and a Director of the Company since October 2005. Peter Hill
      was
      born on July 19, 1936 in the city of Hamilton, Ontario, Canada. He graduated
      from St. Andrews College, a private high school located outside of Toronto,
      Ontario. He attended McGill University in Montreal, Quebec studying commerce
      and
      finance for two yeas. In 1956, he left McGill University without obtaining
      a
      degree and joined Gairdner and Company, a Toronto broker-dealer, as a security
      analyst. In 1959 he joined McLeod Young and Weir, as a stockbroker. In 1962
      he
      joined the broker-dealer. In 1968 Mr. Hill become Chairman and General Manager
      of the 900 room Lord Simcoe Hotel in Toronto. While working at the Lord Simcoe
      Hotel he become founding and controlling shareholder of Global Communications;
      now Global Television. In 1975, Mr. Hill traveled to Europe for a year and
      did
      not undertake any business endeavors. Upon returning to Toronto in 1976, he
      acquired a 100% ownership interest and became President of a small
      broker-dealer, J. B. White & Company. In 1980, Mr. Hill moved to Amsterdam
      where he was assigned to reorganizing a broker-dealer , FDS Financial Services;
      then moved to London, England in 1981 for four years to become a partner in
      a
      money management firm, Baynard & Company Ltd. In 1985 Mr. Hill moved to
      Vancouver, British Columbia, Canada where for the next 20 years was a consultant
      to a number of companies listed on the TSX venture Exchange and its
      predecessors, the Vancouver Stock Exchange and the Alberta Stock Exchange.
      His
      consulting services were primarily relating to public relations for his clients.
      Presently, Mr. Hill is a director of Dynamics Resources Corp. a company listed
      on the CNQ Exchange in Toronto and ‘pink sheeted’ in the United States. In
      addition, he has recently become a director of Global Net Entertainment Ltd.,
      a
      company applying for listing on the TSX Venture Exchange in Toronto,
      Canada.





VIRGILIO
      SANTANA has been
      our Chief Financial Officer and Chief Accounting Officer since October 2005.
      Born in 1975 and educated at the San Felipe School, Puerto Plata. Mr. Santana
      received an accountant degree magna cum laude from the Technological University
      of Santiago, and Master in Business Administration and a Bachelor in Corporative
      finances and International Business from the PUCMM University in 1999(also
      magna
      cum laude). Mr. Santana began his career in 1992 with the Banco Popular, working
      in several branches across the country. After several years with the bank he
      entered the tourist industry, taking the position as financial director for
      a
      hotel chain, Allegro Resorts Corporation. During his first two years with
      Allegro, Mr. Santana traveled abroad, developing the financial departments
      of
      hotels located in the Caribbean islands. After leaving Allegro Resorts
      Corporation Mr. Santana joined Hacienda Resorts, assuming the position of
      Corporate Financial Director. His duties included taking charge of the
      management of every financial department of the local and overseas hotels of
      Hacienda Resorts. He has served as article editor of the  Public
      Accountant Institute and the Junior American Chamber. His publications include:
      The Impact of the Inflation in Latin America, The Globalisation Impact in the
      Modern Corporation, The Free Commerce and the Pymes, The 100 Rulers and
      Regulations for Managing a Hotel, Laws for Accountants and Administrators.


Currently
      Mr. Santana is working as an Accountant for HE Capital Corporation, a stock
      broking and financial consultancy firm, located at Sosua, Dominican
      Republic.






-23-




BELKIS
      REYES has
      served as our Secretary Treasurer since October 2005. Her employment involves
      the provision of corporate secretarial services to various clients. She resides
      in the Dominican Republic.





None
      of
      our officers and directors work full time for our company. Peter Hill spends
      approximately 20 hours a month on administrative and accounting matters. It
      is
      anticipated Peter will spend more time on our businesses, approximately 30
      hours
      a month, during the next year as and if and when the Company becomes more active
      in our exploration activities. As CFO/CAO, Virgrilio Santana spends
      approximately 10 hours per month on corporate matters. With recent preparation
      of an offering memorandum, this Registration Statement and because the Company
      intends to seek a quotation on the OTCBB in the near future Virgrilio’s time on
      Company affairs is expected to continue at this pace for the foreseeable future.
      Our Secretary Treasurer expects to continue to devote approximately 10 hours
      per
      month on our operations.





Excepting
      Peter Hill’s directorship with Dynamics
      Resources Corp. ,
      our
      Directors and Officers are not directors of another company registered under
      the
      Securities and Exchange Act of 1934. There were two meetings of the Board of
      Directors from inception to January 31, 2006. Since February 28, 2006 our Board
      has held one meetings and our Audit Committee held one meeting.




To
      the
      knowledge of management, during the past five years, no present or former
      director, executive officer or person nominated to become a director or an
      executive officer of the Company:





(1)
            filed
                a petition under the federal bankruptcy laws or any state insolvency
                law,
                nor had a receiver, fiscal agent or similar officer appointed by
                the court
                for the business or property of such person, or any partnership in
                which
                he was a general partner at or within two years before the time of
                such
                filings;





(2)
            was
                convicted in a criminal proceeding or named subject of a pending
                criminal
                proceeding (excluding traffic violations and other minor
                offenses);





(3)
            was
                the subject of any order, judgment or decree, not subsequently reversed,
                suspended or vacated, of any court of competent jurisdiction, permanently
                or temporarily enjoining him from or otherwise limiting, the following
                activities:





(i)
            acting
                as a futures commission merchant, introducing broker, commodity trading
                advisor, commodity pool operator, floor broker, leverage transaction
                merchant, associated person of any of the foregoing, or as an investment
                advisor, underwriter, broker or dealer in securities, or as an affiliate
                person, director or employee of any investment company, or engaging
                in or
                continuing any conduct or practice in connection with such
                activity;





(ii)  engaging
      in any type of business practice; or






-24-







(iii)
            engaging
                in any activities in connection with the purchase or sale of any
                security
                or commodity or in connection with any violation of federal or state
                securities laws or federal commodities
                laws;





(4)
            was
                the subject of any order, judgment, or decree, not subsequently reversed,
                suspended, or vacated, of any federal or state authority barring,
                suspending or otherwise limiting for more than 60 days the right
                of such
                person to engage in any activity described above under this Item,
                or to be
                associated with persons engaged in any such
                activities;





(5)
            was
                found by a court of competent jurisdiction in a civil action or by
                the
                Securities and Exchange Commission to have violated any federal or
                state
                securities law, and the judgment in such civil action or finding
                by the
                Securities and Exchange Commission has not been subsequently reversed,
                suspended, or vacated.





(6)
            was
                found by a court of competent jurisdiction in a civil action or by
                the
                Commodity Futures Trading Commission to have violated any federal
                commodities law, and the judgment in such civil action or finding
                by the
                Commodity Futures Trading Commission has not been subsequently reversed,
                suspended or vacated.





**Compliance
      with Section 16 (a) of the Exchange Act**





The
      Company knows of no director, officer, beneficial owner of more than ten percent
      of any class of equity securities of the Company registered pursuant to Section
      12 (“Reporting Person”) that failed to file any reports required to be furnished
      pursuant to Section 16(a). Other than those disclosed below, we knows of no
      Reporting Person that failed to file the required reports during the most recent
      fiscal year except as shown below.





The
      following table sets forth as at June 30, 2006, the name and position of each
      Reporting Person that filed any reports required pursuant to Section 16 (a)
      during the most recent fiscal year.




Name
            Position
            Form
            Date
                Report FiledPeter
                Hill
            Chief
                Executive Officer, President and Director
            3
              5
            Not
                Filed
              Not
                FiledBelkis
                Reyes
            Secretary
                Treasurer
            3
            Not
                FiledVirgilio
                Santana
            Chief
                Financial Officer, Chief
              Accounting
                Officer and Director
            3
            Not
                Filed











-25-







**ITEM
      10. EXECUTIVE COMPENSATION**


**Cash
      Compensation**





There
      was
      no cash compensation paid to any director or executive officer of the Company
      during the period ended June 30, 2006.





We
      have
      not paid any executive compensation during the period since inception as can
      be
      noted from the following summary:





**Summary
                Compensation Table**Long
                Term Compensation****Annual
                Compensation
            Awards
            Payouts





(a)
            (b)
            (c)
            (e)
            (f)
            (g)
            (h)
            (i)Name
                and
              Principal
                position
            Year
            Salary
            Other
              annual
              Comp.
              ($)
            Restricted
              stock
              awards
              ($)
            Options/
              SAR
              (#)
            LTIP
              Pay-outs
              ($)
            All
                other
              Comp-
              ensation
              ($)Peter
                Hill
              Chief
                Executive
              Officer,
                President
              and
                Director
            2005
              2006
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-Virgilio
                Santana Chief Financial Officer,
              Chief
                Accounting Officer
              and
                Director
            2005-
              2006
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-Belkis
                Reyes
              Secretary
                Treasurer
            2005-
              2006
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-




**Compensation
      of Directors**




We
      have
      no standard arrangement to compensate directors for their services in their
      capacity as directors. Directors are not paid for meetings attended. All travel
      and lodging expenses associated with corporate matters are reimbursed by us,
      if
      and when incurred.






-26-




**Bonuses
      and Deferred Compensation**





None





**Compensation
      Pursuant to Plans**





None





**Pension
      Table**





None





**Other
      Compensation**





The
      directors and officers have not received any compensation for the time they
      have
      devoted to the Company. Nevertheless, the Company does give recognition to
      the
      time spent by accruing as an expense each month a charge of $500 per month
      as
      management fees with an offsetting credit to Capital in Excess of Par Value.
      The
      amount so accrued with not be pay in either cash or shares to the directors
      in
      the future.





**Compensation
      of Directors**





None





**Termination
      of Employment**





There
      are
      no compensatory plans or arrangements, including payments to be received from
      the Company, with respect to any person named in Cash Consideration set out
      above which would in any way result in payments to any such person because
      of
      his resignation, retirement, or other termination of such person’s employment
      with the Company or its subsidiaries, or any change in control of the Company,
      or a change in the person’s responsibilities following a change in control of
      the Company.




**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**




**PRINCIPAL
      SHAREHOLDERS**




The
      following table sets forth, as at August 25, 2006, the total number of shares
      owned beneficially by each of our directors, officers and key employees,
      individually and as a group, and the present owners of 5% or more of our total
      outstanding shares. The shareholder listed below has direct ownership of his/her
      shares and possesses sole voting and dispositive power with respect to the
      shares.






-27-







**Title
                or**
              **Class**
            **Name
                and Address of**
              **Beneficial
                Owner****(1)**
            **Amount
                of**
              **Beneficial**
              ******Ownership
                (2)**
            **Percent
                of**
              **Class**Common
              Stock
            Peter
                Hill
              1016
                - 470 Granville St.,
              Vancouver
                B. C., Canada,V6C
                1V5
            1,000,000
            37.05%Common
              Stock
            Virgilio
                Santana
              Calle
                #7, Casa #25
              Tore
                Alta IV,Puerto,
                Republica Dominica
            750,000
            29.28%Common
              Stock
            Belkis
                Reyes
              Calle
                Principal, proximo de la farmacia, La Cienega
              Cabarete,Republica
                Dominica
            500,000
            19.52%CommonStock
            Directors
                and Officers as aGroup
            2,250,000
            87.85%





(1)
            Unless
                otherwise noted, the security ownership disclosed in this table is
                of
                record and beneficial.





(2)
            Under
                Rule 13-d of the Exchange Act, shares not outstanding but subject
                to
                options, warrants, rights, conversion privileges pursuant to which
                such
                shares may be acquired in the next 60 days are deemed to be outstanding
                for the purpose of computing the percentage of outstanding shares
                owned by
                the person having such rights, but are not deemed outstanding for
                the
                purpose of computing the percentage for such other persons. None
                of our
                officers or directors has options, warrants, rights or conversion
                privileges outstanding.




**Future
      Sales by Existing Shareholders**




As
      of
      August 25, 2006 there are a total of 2,561,000 shares of our common stock are
      issued and outstanding. Of these all 2,250,000, being 87.85%, are ‘restricted
      shares’ as defined in Rule 144 of the Securities Act of 1933. Under a recent
      effective registration statement, we qualified for trading 311,000 restricted
      shares, being approximately 12.15% of our issued shares.




Under
      Rule 144 restricted shares can be publicly sold, subject to volume restrictions
      and restrictions on the manner of sale, commencing one year after their
      acquisition. ****




The
      Company does not have any securities that are convertible into common stock.
      We
      have not registered any shares for sale by security holders under the Securities
      Act other than as disclosed in this Form 10K-SB.







-28-







**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**




**Transactions
      with Management and Others**





Except
      as
      indicated below, there were no material transactions, or series of similar
      transactions, since inception of the Company and during its current fiscal
      period, or any currently proposed transactions, or series of similar
      transactions, to which the Company was or is to be a party, in which the amount
      involved exceeds $60,000, and in which any director or executive officer, or
      any
      security holder who is known by the Company to own of record or beneficially
      more than 5% of any class of the Company’s common stock, or any member of the
      immediate family of any of the foregoing persons, has an interest.





**Indebtedness
      of Management**





There
      were no material transactions, or series of similar transactions, since our
      inception, or any currently proposed transactions, or series of similar
      transactions, to which the Company was or is to be a part, in which the amount
      involved exceeded $60,000 and in which any director or executive officer, or
      any
      security holder who is known to the Company to own of record or beneficially
      more than 5% of the common shares of its capital stock, or any member of the
      immediate family of any of the foregoing persons, has an interest.





**Transactions
      with Promoters**





We
      do not
      have promoters and have had no transactions with any promoters.





**PART
      IV**




**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K**




(a)
      (1)   **Financial
      Statements.**





The
      following financial statements are included in this report:





Title
                of Document
            PageReport
                of Madsen & Associates, CPA’s Inc.
            33Consolidated
                Balance Sheet as at June 30, 2006
            34Consolidated
                Statement of Operations for the period from October 17, 2005
                (date of inception) to June 30, 2006
            35Consolidated
                Statement of Changes in Stockholders’ Equity for theperiod
                October 17, 2005 (date of inception) to June 30, 2006
            36






-29-





Consolidated
                Statement of Cash Flows for the period from October 17,2005
                (date of inception) to June 30, 2006
            37Notes
                to the Consolidated Financial Statements
            38





(a)
      (2) **Financial
      Statement Schedules**





The
      following financial statement schedules are included as part of this
      report:





None.





(a)
      (3) **Exhibits**





The
      following exhibits are included as part of this report by
      reference:





**Item
      2.**   **Exhibits**





3.1
            
            Certificate
                of Incorporation (incorporated by reference from Loma Verde’s Registration
                Statement on Form SB-2 filed on May 1, 2006, Registration No.
                333-133710)3.3
            
            Articles
                of Incorporation (incorporated by reference from Loma Verde’s Registration
                Statement on Form SB-2 filed on May 1, 2006, Registration No. 333-133710)3.4
            
            By-laws
                (incorporated by reference from Loma Verde’s Registration Statement on
                Form SB-2 filed on May 1, 2006, Registration No.
                333-133710)4
            
            Stock
                Specimen (incorporated by reference from Loma Verde’s Registration
                Statement on Form SB-2 filed on May 1, 2006, Registration No.
                333-133710)10.1
            
            Transfer
                Agent and Registrar Agreement (incorporated by reference from Loma
                Verde’s
                Registration Statement on Form SB-2 filed on May 1, 2006, Registration
                No.
                333-133710)





(b)  Reports
      on Form 8-K





None




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**




(1)  Audit
      Fees





The
      fees
      billed by the independent accountants for the period February 28, 2006 in the
      amount of $2,000, for the period ended March 31, 2006 in the amount of $495
      and
      from inception to June 30, 2006 was $2,500 for a total aggregate fees of
      $4,995.






-30-




(2)  Audit-Related
      Fees





The
      aggregate fees billed in the period ended June 30, 2006 for assurance and
      related services by the principal accountants that are reasonably related to
      the
      performance of the audit or review of Loma’s financial statements and are not
      reported under Item 9 (e)(1) of Schedule 14A was NIL.





(3)  Tax
      Fees





The
      aggregate fees billed in each of the last two fiscal years for professional
      services rendered by the principal accountants for tax compliance, tax advise,
      and tax planning was $NIL.





(4)  All
      Other Fees





During
      the last two fiscal years there were no other fees charged by the principal
      accountants other than those disclosed in (1) and (3) above.





(5)  Audit
      Committee’s Pre-approval Policies





Under
      our
      audit committee’s policy, pre-approval is generally provided for particular
      services or category of service, including planned services, project based
      services and routine consultations. In addition, the audit committee may also
      pre-approve particular services on a case-by-case basis. Our audit committee
      approved all services that our independent accountants provided to us since
      inception.





(6)  Audit
      hours incurred





Our
      independent accountants did not spend greater than 50 percent of the hours
      spent
      on the accounting by our internal accountant.








-31-







**SIGNATURES**







In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





**LOMA
      VERDE INC.**


**** (Registrant)





October
      18, 2006




By:
      PETER HILL


Peter
      Hill


Chief
      Executive Officer,


President
      and Director




By:
      VIRGILIO SANTANA


Virgilio
      Santana


Chief
      Accounting Officer,


Chief
      Financial Officer and Director








-32-







**MADSEN
                & ASSOCIATES, CPA’s INC.**
            684
                East Vine Street, #3Certified
                Public Accountants and Business Consultants Board
            Murray,
                Utah, 84107Telephone
                801-268-2632
              Fax
                801-262-3978








Board
      of
      Directors


Loma
      Verde Inc. and Subsidiary


Vancouver
      B. C. Canada





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





We
      have
      audited the accompanying consolidated balance sheet of Loma Verde Inc. and
      subsidiary (pre- exploration stage company) at June 30, 2006, and the
      consolidated statement of operations, stockholders' equity, and cash flows
      for
      the period October 17, 2005 to June 30, 2006. These financial statements are
      the
      responsibility of the Company's management. Our responsibility is to express
      an
      opinion on these financial statements based on our audits.





We
      conducted our audit 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. An audit includes assessing the
      accounting principles used and significant estimates made by management as
      well
      as evaluating the overall balance sheet presentation. We believe that our audits
      provide a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Loma Verde Inc. and subsidiary
      at
      June 30, 2006, and the results of operations, and cash flows for the period
      October 17, 2005 (date of inception) to June 30, 2006, in conformity with
      accounting principles generally accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company will need additional working
      capital to service its debt and for its planned activity, which raises
      substantial doubt about its ability to continue as a going concern.





Management's
      plans in regard to these matters are described in the notes to the financial
      statements. These financial statements do not include any adjustments that
      might
      result from the outcome of this uncertainty.








Murray,
      Utah      MADSEN
      & ASSOCIATES CPA’S INC.


August
      25, 2006








-33-











**LOMA
      VERDE INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**CONSOLIDATED
      BALANCE SHEETS**


June
      30,
      2006








**ASSETS****CURRENT
                ASSETS**Cash
            **$****1,169**Total
                Current Assets
            **$****1,169****LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCY****CURRENT
                LIABILITIES**Accounts
                payable
            **$
                8,311**Accounts
                payable - related party
            **5,947**Total
                Current Liabilities
            **14,258****STOCKHOLDERS’
                DEFICIENCY**Common
                stock200,000,000
                shares authorized, at $0.001 par value;2,561,000
                shares issued and outstanding
            **2,561**Capital
                in excess of par value
            **24,239**Deficit
                accumulated during the pre-exploration stage
            **(39,889)**Total
                Stockholders’ Deficiency
            **(13,089)****$****1,169**











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








-34-







**LOMA
      VERDE INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


For
      the
      period from October 17, 2005 (date of inception) to June 30, 2006








**REVENUES**
            **$****-****EXPENSES**Accounting
                and audit
            **10,095**Bank
                charges
            **322**Consulting
            **10,000**Exploration
                costs
            **-**Filing
                fees
            **632**Geology
                report
            **4,500**Incorporation
                costs
            **1,424**Legal
                fees
            **2,500**Management
                fees
            **4,500**Office
            **726**Rent
            **2,700**Telephone
            **1,800**Transfer
                agent fees
            **690****NET
                LOSS FROM OPERATIONS**
            **$
                (****39,889)****NET
                LOSS PER COMMON SHARE**Basic
                and diluted
            **$(0.01)****AVERAGE
                OUTSTANDING SHARES****2,433,441**Basic





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







-35-







**LOMA
      VERDE INC. AND SUBSIDIARY**


(Pre-Exploration
      Stage Company)


**CONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY**


Period
      October 17, 2005 (date of inception) to June 30, 2006




Common
              Shares
            Stock
              Amount
            Capital
                in
              Excess
                of
              Par
                Value
            Accumulated
              Deficit**Balance
                October 17, 2005**
            -
            $
                -
            $
                -
            $
                -Issuance
                of common shares for cash at
              $0.001
                - February 15, 2006
            2,250,000
            2,250
            -
            -Issuance
                of common shares for cash at
              $0.05
                - January 31, 2006
            311,000
            311
            15,239
            -Capital
                contributions - expenses
            -
            -
            9,000
            -Net
                operating loss for the period
              ended
                June 30, 2006
            -
            -
            -
            (39,889)**Balance
                as at June 30, 2006**
            ******2,561,000******
            **$****2,561**
            **$****24,239**
            **$****(39,889)**





The
      accompanying notes are an integral part of these financial
      statements








-36-






**LOMA
      VERDE INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


For
      the
      period from October 17, 2005 (date of inception) to June 30, 2006





**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            **$
                (39,889)**Adjustments
                to reconcile net loss to net cashprovided
                byoperating
                activities:Changes
                in accounts payable
            **8,311**Capital
                contributions - expenses
            **9,000**Net
                Cash Provided (Used) in Operations
            **(22,578)****CASH
                FLOWS FROM INVESTING ACTIVITIES:**
            **-****CASH
                FLOWS FROM FINANCING ACTIVITIES:**Changes
                in accounts payable - related party
            **5,947**Proceeds
                from issuance of common stock
            **17,800****23,747**Net
                Increase in Cash
            **1,169**Cash
                at Beginning of Period
            **-****CASH
                AT END OF PERIOD**
            **$****1,169**








The
      accompanying notes are an integral part of these financial
      statements











-37-





**LOMA
      VERDE INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


June
      30,
      2006


**1.**  **ORGANIZATION**





The
      Company, Loma Verde Inc. was incorporated under the laws of the State of Nevada
      on October 17, 2005 with the authorized capital stock of 200,000,000 shares
      at
      $0.001 par value. The Company organized its wholly owned subsidiary, Loma Verde
      Explorations Ltd., which was incorporated in British Columbia on October 28,
      2005.





The
      Company was organized for the purpose of acquiring and developing mineral
      properties. At the report date mineral claims, with unknown reserves, had been
      acquired. The Company has not established the existence of a commercially
      minable ore deposit and therefore has not reached the development stage and
      is
      considered to be in the pre-exploration stage.





The
      Company and its subsidiary has elected June 30 as its fiscal year.





**2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





Accounting
      Methods





The
      Company recognizes income and expenses based on the accrual method of
      accounting.





Dividend
      Policy





The
      Company has not yet adopted a policy regarding payment of
      dividends.





Basic
                and Diluted Net Income (loss) Per
                Share





Basic
                net income (loss) per share amounts are computed based on the weighted
                average number of shares actually outstanding. Diluted net income
                (loss)
                per share amounts are computed using the weighted average number
                of common
                and common equivalent shares outstanding as if shares had been issued
                on
                the exercise of the common share rights unless the exercise becomes
                antidilutive and then only the basic per share amounts are shown
                in the
                report.





Principles
      of Consolidation





The
      accompanying consolidated financial statements include the accounts of Loma
      Verde Inc (parent) and its subsidiary from their inception. All significant
      intercompany accounts and balances have been eliminated in
      consolidation.






-38-







**LOMA
      VERDE INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


June
      30,
      2006





**2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES - Continued**





Evaluation
      of Long-Lived Assets





The
      Company periodically reviews its long term assets and makes adjustments, if
      the
      carrying value exceeds fair value.





Income
      Taxes




The
      Company utilizes the liability method of accounting for income taxes. Under
      the
      liability method deferred tax assets and liabilities are determined based on
      differences between financial reporting and the tax bases of the assets and
      liabilities and are measured using the enacted tax rates and laws that will
      be
      in effect, when the differences are expected to be reversed. An allowance
      against deferred tax assets is recorded, when it is more likely than not, that
      such tax benefits will not be realized.





On
      June
      30, 2006, the Company had a net operating loss carry forward of $39,889 for
      income tax purposes. The tax benefit of approximately $12,000 from the loss
      carry forward has been fully offset by a valuation reserve because the future
      tax benefit is undeterminable since the Company is unable to establish a
      predictable projection of operating profits for future years.





Foreign
      Currency Translations





Part
      of
      the transactions of the Company were completed in Canadian dollars and have
      been
      translated to US dollars as incurred, at the exchange rate in effect at the
      time, and therefore, no gain or loss from the translation is recognized. The
      functional currency is considered to be US dollars.





Revenue
      Recognition





Revenue
      is recognized on the sale and delivery of a product or the completion of a
      service provided.





Advertising
      and Market Development





The
      company expenses advertising and market development costs as
      incurred.








-39-










**LOMA
      VERDE INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


June
      30,
      2006





**2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES - Continued**


Financial
      Instruments





The
                carrying amounts of financial instruments are considered by management
                to
                be their fair value to their short term
                maturities.





Estimates
      and Assumptions





Management
      uses estimates and assumptions in preparing financial statements in accordance
      with general accepted accounting principles. Those estimates and assumptions
      affect the reported amounts of the assets and liabilities, the disclosure of
      contingent assets and liabilities, and the reported revenues and expenses.
      Actual results could vary from the estimates that were assumed in preparing
      these financial statements.





Statement
                of Cash Flows





For
                the purposes of the statement of cash flows, the Company considers
                all
                highly liquid investments with a maturity of three months or less
                to be
                cash equivalents.





Unproven
      Mining Claim Costs





Cost
      of
      acquisition, exploration, carrying and retaining unproven properties are
      expensed as incurred.





Environmental
                Requirements





At
                the report date environmental requirements related to the mineral
                claim
                acquired are unknown and therefore any estimate of any future cost
                cannot
                be made.





Financial
      Instruments





The
      carrying value of financial instruments, including cash and accounts payable,
      are considered by management to be their estimated fair value.





Recent
      Accounting Pronouncements





The
      Company does not expect that the adoption of other recent accounting
      pronouncements will have a material impact on its financial
      statements.








-40-







**LOMA
      VERDE INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


June
      30,
      2006





**3.**  **AQUISITION
      OF MINERAL CLAIM**





The
                Company’s subsidiary acquired three mineral claims, known as the HV-12,
                Thistle 2 and Thistle 3, situated in British Columbia, with an expiration
                date of March 1, 2007, and February 10, 2007 for the latter two claims.
                The claims may be extended yearly by the payment of $5,026 Cdn or
                the
                completion of work on the property of $5,026 Cdn. plus a filing fee.
                On
                the date of this report the Company had not established the existence
                of a
                commercially minable ore deposit on the claims.





**4.**  **SIGNIFICANT
      TRANSACTIONS WITH RELATED PARTY**





Officers-directors
      have acquired 88% of the common stock issued and have made no interest, demand
      loans to the Company of $5,947.





**5.**  **CAPITAL
      STOCK**





During
      January and February 2006, the Company completed a private placement of
      2,250,000 common shares for $2,250 to its directors and a private placement
      of
      311,000 common shares for $15,550.





**6.**  **GOING
      CONCERN**





The
      Company intends to seek business opportunities that will provide a profit.
      However, the Company does not have the working capital necessary to be
      successful in this effort and to service its debt, which raises substantial
      doubt about its ability to continue as a going concern.





Continuation
      of the Company as a going concern is dependent upon obtaining additional working
      capital and the management of the Company has developed a strategy, which it
      believes will accomplish this objective through additional loans from related
      parties, and equity funding, which will enable the Company to operate for the
      coming year.








-41-