**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
          10-QSB/A**


(X)QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                ACT OF
                1934For
                the quarter period ended March 31,
                2006





(
                )TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE
                ACT





For
                the
                transaction period __________ to __________





Commission
                File
                number:333-133710





**LOMA
                VERDE INC.**(Exact
                name of small business issuer as specified in its
                charter)





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





1016
                - 470 Granville Street, Vancouver, British Columbia, Canada, V6C
                1V5(Address
                of principal executive offices)





1-604-805-4891(Issuer’s
                telephone number)





N/A(Former
                name, former address, and former fiscal year, if changed since last
                report)





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





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


**APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**


**PROCEEDINGS
      DURING THE PROCEDING FIVE YEARS**





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


**APPLICABLE
      ONLY TO CORPORATE ISSUERS**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: March
      31,
      2006:  2,561,000
      common shares





Transitional
      Small Business Disclosure format (Check one): Yes [ ] No [X]






-1-




**INDEX**





**Page****PART
                1.**
            FINANCIAL
                INFORMATION******ITEM
                1.**
            Financial
                Statements (unaudited)
            **3**Consolidated
                Balance Sheet as at March 31, 2006
            **4**Consolidated
                Statement of Operations
              For
                the three months ended March 31, 2006 and for the period October
                17, 2005
                (Date of Inception) to March 31, 2006
            **5**Consolidated
                Statement of Changes in Stockholders’ Equity
              For
                the period from October 17, 2005 (Date of Inception) to March 31,
                2006
            **6**Consolidated
                Statement of Cash Flows
              For
                the three months ended March 31, 2006 and for the period October
                17, 2005
                (Date of Inception) to March 31, 2006
            **7**Notes
                to the Financial Statements.
            **8****ITEM
                2.**
            Management’s
                Discussion and Analysis or Plan of Operations
            **12****ITEM
                3.**
            Controls
                and Procedures
            **26****PART
                11.**
            OTHER
                INFORMATION
            **26****ITEM
                1.**
            Legal
                Proceedings
            **26****ITEM
                2.**
            Changes
                in Securities
            **26****ITEM
                3.**
            Defaults
                Upon Senior Securities
            **26****ITEM
                4.**
            Submission
                of Matters to a Vote of Security Holders
            **27****ITEM
                5.**
            Other
                Information
            **27****SIGNATURES**.
            **28**










-2-




**PART
      1 - FINANCIAL INFORMATION**







**ITEM
      1. FINANCIAL STATEMENTS**







The
      accompanying consolidated balance sheet of Loma Verde Inc. and subsidiary (a
      pre-exploration stage company) at March 31, 2006 and the consolidated statement
      of operations, consolidated statement of changes in shareholders’ equity and
      consolidated statement of cash flow for the three months ended March 31, 2006
      and for the period from October 17, 2005 (date of incorporation) to March 31,
      2006 have been prepared by the Company’s management in conformity with
      accounting principles generally accepted in the United States of America. In
      the
      opinion of management, all adjustments considered necessary for a fair
      presentation of the results of operations and financial position have been
      included and all such adjustments are of a normal recurring nature.





Operating
      results for the quarter ended March 31, 2006, are not necessarily indicative
      of
      the results that can be expected for the year ending June 30, 2006.








-3-







**LOMA
      VERDE INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**CONSOLIDATED
      BALANCE SHEET**


March
      31,
      2006


(Unaudited
      - Prepared by Management)





**ASSETS****CURRENT
                ASSETS**Cash
            **$****6,779**Total
                Current Assets
            **$****6,779****LIABILITIES
                AND STOCKHOLDERS’ EQUITY****CURRENT
                LIABILITIES**Accounts
                payable
            **$
                2,016**Accounts
                payable - related party
            **779**Total
                Current Liabilities
            **2,795****STOCKHOLDERS’
                EQUITY**Common
                stock200,000,000
                shares authorized, at $0.001 par value;2,561,000
                shares issued and outstanding
            **2,561**Capital
                in excess of par value
            **21,239**Deficit
                accumulated during the pre-exploration stage
            **(19,816)**Total
                Stockholders’ Equity
            **3,984****$****6,779**











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








-4-







**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 March 31, 2006


(Unaudited
      - Prepared by Management)




**Three**
              **months**
              **ended**
              **March
                31,**
              **2006**
            **From**
              **October
                17, 2005**
              **(date
                of inception)**
              **to**
              **March
                31, 2006****REVENUES**
            **$****-**
            **$****-****EXPENSES**Accounting
                and audit
            **3,995**
            **3,995**Bank
                charges
            **78**
            **207**Consulting
            **2,500**
            **2,500**Exploration
                costs
            **-**
            **432**Filing
                fees
            **-**
            **200**Geology
                report
            **4,500**
            **4,500**Incorporation
                costs
            **-**
            **1,424**Management
                fees
            **1,500**
            **3,000**Office
            **538**
            **558**Rent
            **900**
            **1,800**Telephone
            **600**
            **1,200****NET
                LOSS FROM OPERATIONS**
            **$
                (****14,611)**
            **$****(19,816)****NET
                LOSS PER COMMON SHARE**Basic
                and diluted
            **$(0.01)****AVERAGE
                OUTSTANDING SHARES****1,176,833**Basic





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





-5-







**LOMA
      VERDE INC. AND SUBSIDIARY**


**(Pre-Exploration
      Stage Company)**


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


**Period
      October 17, 2005 (date of inception) to March 31, 2006**


(Unaudited
      - Prepared by Management)





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$0.05
                - January 31, 2006
            311,000
            311
            15,239
            -Capital
                contributions - expenses
            -
            -
            6,000
            -Net
                operating loss for the six monthsended
                March 31, 2006
            -
            -
            -
            (19,816)**Balance
                as at March 31, 2006**
            ******2,561,000******
            **$****2,561**
            **$****21,239**
            **$****(19,816)**





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








-6-





**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 March 31, 2006


(Unaudited
      - Prepared by Management)





**Three**
              **months
                ended**
              **March
                31,**
              **2006**
            **From**
              **October
                17,**
              **2005**
              **(date
                of**
              **Inception)**
              **To**
              **March
                31,**
              **2006****CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            **$
                (14,611)**
            **$
                (19,816)**Adjustments
                to reconcile net loss to net cashprovided
                byoperating
                activities:Changes
                in accounts payable
            **1,995**
            **2,016**Capital
                contributions - expenses
            **3,000**
            **6,000**Net
                Cash Provided (Used) in Operations
            **(9,616)**
            **(11,800)****CASH
                FLOWS FROM INVESTING ACTIVITIES:**
            **-******
            **-****CASH
                FLOWS FROM FINANCING ACTIVITIES:**Changes
                in accounts payable-
                related party
            **23**
            **779**Proceeds
                from issuance of common stock
            **11,250**
            **17,800****11,273**
            **18,579**Net
                Increase in Cash
            **1,657**
            **6,779**Cash
                at Beginning of Period
            **5,122**
            **-****CASH
                AT END OF PERIOD**
            **$****6,779**
            **$****6,779**







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






-7-







**LOMA
      VERDE INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


March
      31,
      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
                antidulutive 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.








-8-





**LOMA
      VERDE INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


March
      31,
      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
      March
      31, 2006, the Company had a net operating loss carry forward of $19,816 for
      income tax purposes. The tax benefit of approximately $7,900 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.





Financial
      Instruments





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








-9-








**LOMA
      VERDE INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


March
      31,
      2006





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


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.








-10-







**LOMA
      VERDE INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


March
      31,
      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
      and their family have acquired 88% of the common stock issued and have made
      no
      interest, demand loans to the Company of $779.





**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 (Note 5), which will enable the Company to operate
      for the coming year.








-11-










**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR**


**PLAN
      OF OPERATIONS**


PLAN
      OF
      OPERATIONS





The
      following discussion should be read in conjunction with the information
      contained in the consolidated financial statements of Loma Verde Inc. (“Loma”)
      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.





Loma
      presently has minimal day-to-day operations; mainly comprising the maintaining
      of the HV-12, Thistle 2 and 3 claims (“LVI Claims”)in good standing on an annual
      basis and preparing the various reports to be filed with the United States
      Securities and Exchange Commission (the “SEC”) as required.





LIQUIDITY
      AND CAPITAL RESOURCES





Loma
      has
      had no revenue since inception and its accumulated deficit is $19,816. To date,
      the growth of Loma has been funded by the sale of shares and advances by its
      directors in order to meet the working capital requirements of Loma and
      maintaining the LVI Claims in good standing.





The
      plan
      of operations during the next twelve months will be to maintain the LVi claims
      in good standing with the Province of British Columbia and meet its filing
      requirements. Presently, Loma does not have the funds to consider any additional
      mineral claims. Management is considering the raising of additional funds
      through the sale of shares, obtaining advances from its directors or obtaining
      funds from institutional lenders guaranteed by its directors. No decision as
      to
      the price and number of shares to be issued has been decided upon nor what
      method of funding is best for Loma and its shareholders.





Funds
      required over the next twelve months to maintain the LVI Claims and Loma in
      good
      standing are as follows:





Accounting
            $
                3,500
            Preparation of quarterly and annul working papers and financial
                statements.Audit
            4,000
            Review of the quarterly financial and rendering an opinion on the
                year end
                financial statementsBank
                charges
            120
            Estimated at $10 per monthConsulting
            5,000
            Preparation of the Form SB-2 as contracted for by the directors over
                a
                four month periodExploration
                costs
            4,461
            Maintaining the LVI claims in good standing at a cost of Cdn$5,027
                and
                Cdn.$180.Filing
                fees
            200
            Annual payment to the Secretary of State for Nevada to maintain Loma
                in
                good standing for a further year.Office
            500
            Estimate for photocopying, fax and delivery.Transfer
                agent
            1,000
            Annual fee of $500 and estimated preparation of share certificates
                as
                needed.$18,781






-12-





At
      present, Loma does not have these funds, having only $6,779 in its bank account,
      and therefore would be required to either sell shares in its capital stock
      or
      obtain further advances from its directors. Loma’s future operations and growth
      is dependent on its ability to raise capital for expansion and to seek revenue
      sources.





Business
      Development





Loma
      is
      located at the business address of Peter Hill, its President and Director,
      1016
      - 470 Granville Street, Vancouver, B.C., Canada. Loma has not been a party
      to
      any bankruptcy, receivership or similar proceedings since its inception. Loma
      has not been involved in any reclassification, merger, consolidation, or
      purchase or sale of a significant amount of assets not in the ordinary course
      of
      business.




Loma
      is a
      company without revenue, with little or no assets, having incurred losses since
      its inception. It has relied on loans from Peter Hill and from the sale of
      its
      common stock to give it money.




Loma
      is
      considered to be in the pre-exploration stage (being engaged in the search
      of
      mineral deposits (reserves) and is not considered to be in the development
      or
      production stage) without any assurance that a commercially viable mineral
      deposit, a reserve, exists on the LVI Claims until appropriate exploration
      work
      is done and a comprehensive study based upon such work concludes legal and
      economic feasibility. A reserve is, defined as by Industry Guide 7, that part
      of
      a mineral deposit which could be economically and legally extracted or produced
      at the time of the reserve determination. Reserves are customarily stated in
      terms of “ore” (a natural occurrence of one or more minerals that may be mined
      and sold at a profit or from which some part may be profitably separated) when
      dealing with metalliferous minerals (metal bearing ore). Reserves are either
      “proven” or “probable” and are defined as follows:





Proven
      (Measured) Reserves: Reserves for which (a) quantity is computed from dimensions
      revealed in outcrops, trenches, workings or drill holes; grade and/or quality
      are computed from the results of detailed sampling and (b) the sites for
      inspection, sampling and measurement are spaced so closely and the geologic
      character is so well defined that size, shape, depth and mineral content of
      reserves is well-established.





Probable
      (Indicated) Reserves: Reserves for which quantity and grade and/or quality
      are
      computed from information similar to that used in proven (measured) reserves,
      but the sites for inspection, sampling, and measurement are farther apart or
      are
      otherwise less adequately spaced. The degree of assurance, although lower than
      that for proven (measured) reserves, is high enough to assume continuity between
      points of observation.




There
      is
      no assurance a commercially viable mineral deposit exists on the LVI Claims.
      Further exploration will be required before a final evaluation as to the
      economic and legal feasibility is determined for the LVI Claims. Loma’s ability
      to emerge from the exploration stage with respect to its planned principal
      business activity is dependent upon its ability to attain profitable operations.
      There is no guarantee Loma will be able to identify, acquire or develop mineral
      properties that will produce profitability. Moreover, if a potential mineral
      property is identified which warrants acquisition or






-13-






participation,
      additional funds will be required to complete the acquisition or participation,
      and Loma may not be able to obtain such financing on terms which are
      satisfactory to it. There is substantial doubt regarding Loma's ability to
      continue as a going concern. Loma’s plans for its continuation as a going
      concern include financing its operations through sales of its common stock.
      If
      Loma is not successful with its plans, its shareholders and any future investors
      could then lose all or a substantial portion of their investment.




Loma
      has
      the rights to the minerals on the LVI Claims but does not have the rights to
      any
      placer minerals (being minerals contained in the overburden which is above
      the
      hard rock) or to coal. The placer rights could be staked by Loma but no
      consideration has been given to this at this time. If, during the exploration
      program, placer minerals are found to be of value, Loma will immediately stake
      the claim in question for placer.





Other
      mineral properties





Loma
      has
      not found any other mineral properties either for staking or purchase but will
      seek other mineral properties during the next few years to diversify its
      holdings. Any staking and/or purchasing of mineral properties may involve the
      issuance of substantial blocks of its shares. Loma has no intention of
      purchasing for cash or other considerations any mineral properties from its
      officers and/or directors.





Loma’s
      Principal Product or Services





Loma’s
      principal product will be the sale of gold and silver that can be extracted
      from
      the LVI Claims when, and if ever, a commercially viable ore reserve is
      discovered. There is no assurance a commercially viable ore reserve will ever
      be
      identified and whether, if identified, it will be of the size and grade to
      be
      economical. If we do not discover a commercially viable mineral deposit, we
      will
      have no principal product. Information respecting the LVI Claims are as follows:





Claim
              Name
            Tenure
              Number
            Expiry
              Date
            Map
              Location
            OwnerHV
                1-12
            508118
            March
                1/07
            M092F02E
            Loma
                Verde Explorations Ltd.Thistle
                2
            527389
            Feb
                10/07
            M092F02E
            Loma
                Verde Explorations Ltd.Thistle
                3
            527390
            Feb
                10/07
            M092F02E
            Loma
                Verde Explorations Ltd.





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





To
      maintain the LVI 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/ .






-14-




**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 people 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.





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








-15-




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.




**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 summer 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






-16-




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.




Since
      the
      LVI Claims are 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.




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.






-17-






●
            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.





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






-18-




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.




CAUTIONARY
      NOTE REGARDING FORWARD LOOKING STATEMENTS





Certain
          statements contained, or incorporated by reference, in this Form 10Q-SB/A
          are
          "forward-looking" statements. Forward-looking statements include statements
          that
          are predictive in nature, that depend upon or refer to future events or
          conditions, that include words such as "expects," "anticipates," "intends,"
          "plans," "believes," "estimates," or similar expressions. In addition,
          any
          statement concerning future financial performance (including future revenues,
          earnings or growth rates), ongoing business strategies or prospects, and
          possible future actions by Loma, which may be provided by management are
          also
          forward-looking statements. Forward-looking statements are based on current
          expectations and projections about future events and are subject to risks,
          uncertainties, and assumptions about Loma, economic and market factors
          and the
          industries in which Loma does business, among other things. These statements
          are
          not guarantees of future performance and Loma has no specific intention
          to
          update these statements.


Actual
      events and results may differ materially from those expressed or forecasted
      in
      forward-looking statements due to a number of factors. The principal important
      risk factors that could cause Loma's actual performance and future events and
      actions to differ materially from such forward-looking statements, include,
      but
      are not limited to, Loma's ability to raise capital, develop or explore the
      LVI
      Claims, or discover any valuable reserves at all on LVI Claims. At the present
      time, there is no assurance whatsoever that Loma will discover any commercially
      valuable reserves of any kind on LVI Claims. In such event, Loma's entire
      investment in such claim would be worthless. Other important risk factors
      include changes in laws or regulations effecting Loma or its industry, changes
      in federal income tax laws, and changes in general economic and market factors
      that affect the prices of securities or the industries in which Loma does
      business, especially those affecting the mining industry.





**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
          Loma
          contained in this Form 10Q-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.*




-19-






***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 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 $18,781 (refer to page 12) 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 your investment.




***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 March 31, 2006, the date of our unaudited financial
      statements attached thereto, is $19,816. 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.






-20-






***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 your 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 Loma 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 your investment.




***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 your 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 your 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 your
                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 Loma 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. You may be investing 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 your investment.






-21-






***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 you will lose your
                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:




●
            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 you will lose your 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






-22-




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.




***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 property.




***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 your 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, labour disruptions, flooding, explosions, cave-ins, landslides
      and the inability to obtain suitable or adequate machinery, equipment or labour
      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.




-23-





***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 you may lose your investment.***




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.





We
      cannot
      be sure we will be able to obtain a participating market maker or be approved
      for a quotation on the OTCBB. If this is the case, there will be no liquidity
      for the shares of our shareholders.






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***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:





●
            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 the 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.





**ITEM
      3.**   **CONTROLS
      AND PROCEDURES**





(a)  Evaluation
      of Disclosure Controls and Procedures





Loma’s
      Chief Executive Officer and its Chief Financial Officer, after evaluating the
      effectiveness of Loma’s controls and procedures (as defined in the Securities
      Exchange Act of 1934 Rule 13a, 15(e) and 15d 15(e) at the end of the period
      covered by this quarterly report on Form 10-QSB (the






-25-






“Evaluation
      Date”), have concluded that as of the Evaluation Date, Loma’s disclosure and
      procedures were adequate and effective to ensure that material information
      relating to it would be made known to it by others, particularly during the
      period in which this quarterly report on Form 10-QSB was being
      prepared.





(b)  Changes
      in Internal Controls





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





**PART
      11 - OTHER INFORMATION**





**ITEM
      1.**   **LEGAL
      PROCEEDINGS**





There
      are
      no legal proceedings to which Loma is a party or to which the LVI Claims are
      subject, nor to the best of management’s knowledge are any material legal
      proceedings contemplated.





**ITEM
      2.**   **CHANGES
      IN SECURITIES AND USE OF PROCEEDS**





None





**ITEM
      3.**   **DEFAULTS
      UPON SENIOR SECURITIES**





None








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





Loma
      has
      not had a meeting of stockholders since its inception.





**ITEM
      5.**   **OTHER
      INFORMATION**





None





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





(a)  Exhibits





1.  Certificate
      of Incorporation, Articles of Incorporation and By-laws





1.1
            Certificate
                of Incorporation (incorporated by reference from Loma’s Registration
                Statement on Form SB-2 filed on May 1,
                2006)





1.2
            Articles
                of Incorporation (incorporated by reference from Loma’s Registration
                Statement on Form SB-2 filed on May 1,
                2006)








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1.3
            By-laws
                (incorporated by reference from Loma’s Registration Statement on Form SB-2
                filed on May 1, 2006)





99.1
            Certification
                of the Chief Executive Officer Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002





99.2
            Certificate
                Pursuant to 18 U.S.C Section 1350 signed by the Chief Executive
                Officer





99.3
            Certification
                of the Chief Financial Officer Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002





99.4
            Certificate
                Pursuant to 18 U.S.C. Section 1350 signed by the Chief Financial
                Officer





(b)  Reports
      on Form 8-K





None







-27-







**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




September
          1, 2006


**LOMA
      VERDE INC.**


(Registrant)





PETER
      HILL  Peter
      Hill


Chief
      Executive Officer


President
      and Director







VIRGILIO SANTANA


Virgilio
      Santana


Chief
      Financial Officer


Chief
      Accounting Officer










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