10-Q

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

FORM 10-Q

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

For the quarterly period ended June 30, 2012

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

For the transition period from _________to ________

Commission File No. 000-53291

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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ x ] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ x ] No [ ]

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

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

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

2

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date: As of August 14, 2012, there were 111,770,733 shares of common stock, par value $0.00001, outstanding.

3

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

June 30, 2012

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

F-1

Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Consolidated Balance Sheets

(Expressed in US dollars)

	June 30,		March 31,
	2012		2012
	$		$
	(Unaudited)		(Audited)
ASSETS
Current Assets
Cash and cash equivalents	187,605		523,405
Advances and deposits (Note 3(e))	79,418		63,187
Total Current Assets	267,023		586,592
Property and Equipment (Note 4)	119,396		129,248
Mineral Properties (Note 6)	548,200		556,750
Total Assets	934,619		1,272,590
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	409,086		168,655
Accounts payable to related party (Note 3)	24,255		500
Accrued expenses	1,820		47,094
Other payables (Note 5)	41,749		3,630
Total Liabilities	476,910		219,879
Nature of Operations and Going Concern (Note 1)
Commitments (Note 10)
Stockholders’ Equity
Preferred Stock, 100,000,000 shares authorized, $0.00001 par value; No shares issued and outstanding (Note 7)	–		–
Common Stock, 250,000,000 shares authorized, $0.00001 par value; 111,770,733 shares issued and outstanding (2012 - 97,485,733) (Note 7)	1,118		975
Additional Paid-in Capital	17,361,582		16,142,289
Common Stock and Warrants Issuable (Note 7)	166,975		737,100
Deficit Accumulated During the Exploration Stage	(17,071,966	)	(15,827,653	)
Total Stockholders’ Equity	457,709		1,052,711
Total Liabilities and Stockholders’ Equity	934,619		1,272,590

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

F-2

Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Consolidated Statements of Comprehensive Loss

(Expressed in US dollars)

(Unaudited)

					Accumulated From
					December 11, 2006
	Three Months Ended				(Date of Inception) to
	June 30,				June 30,
	2012		2011		2012
	$		$		$
Revenue	–		–		–
Expenses
Amortization and depreciation	10,183		7,125		84,495
Exploration costs (Notes 3 and 6)	517,021		53,056		4,614,862
General and administrative	90,246		68,825		2,377,148
Impairment of mineral property acquisition costs (Note 6)	8,550		–		11,593,253
Management and director fees	9,000		5,000		565,017
Professional and consulting fees	91,161		100,025		3,661,910
Salaries	136,672		144,987		843,455
Stock-based compensation (Note 8)	362,336		–		2,170,150
Travel and accommodation	13,326		24,638		412,942
Total Operating Expenses	1,238,495		403,656		26,323,232
Operating Loss	(1,238,495	)	(403,656	)	(26,323,232	)
Other Income (Expenses)
Loss on sales of investments	–		–		(752,489	)
Foreign exchange loss	(5,821	)	(3,163	)	(165,253	)
Interest income	3		1,204		11,027
Interest expense	–		–		(1,045	)
Loss on debt settlement	–		–		(63,752	)
Other income	–		–		15,900
Income from options granted on mineral properties	–		1,487,423		1,487,423
Total Other Income (Expenses)	(5,818	)	1,485,464		531,811
Net loss	(1,244,313	)	1,081,808		(25,791,421	)
Net loss attributable to non-controlling interest	–		–		8,719,455
Net Income (Loss) Attributable to the Company	(1,244,313	)	1,081,808		(17,071,966	)
Net loss	(1,244,313	)	1,081,808		(25,791,421	)
Other Comprehensive Loss
Unrealized holding losses on other investment	–		(110,000	)	–
Comprehensive loss	(1,244,313	)	971,808		(25,791,421	)
Comprehensive Loss attributable to non-controlling interest	–		–		8,719,455
Comprehensive Loss attributable to the Company	(1,244,313	)	971,808		(17,071,966	)
Net Loss Per Share – Basic and Diluted	(0.01	)	(0.01	)
Weighted Average Shares Outstanding	109,102,107		96,472,406

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

F-3

Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Expressed in US dollars)
(Unaudited)					Accumulated From
	Three Months Ended				December 11, 2006
	June 30,				(Date of Inception)
	2012		2011		to June 30, 2012
	$		$		$
Operating Activities
Net Income (Loss)	(1,244,313	)	1,081,808		(17,071,966	)
Adjustments to reconcile net loss to cash used in operating activities
Amortization and depreciation	10,183		7,125		84,495
Directors' compensation share payments	–		–		35,000
Impairment of mineral property acquisition cost	8,550		–		11,593,253
Loss on debt settlement	–		–		63,752
Loss on sales of investments	–		–		752,489
Loss in subsidiary attributed to non-controlling interest	–		–		(8,719,455	)
Restructuring charges	–		–		(110,019	)
Share payment for consulting services	–		48,900		2,746,498
Share payments received for options granted on mineral properties	–		(990,000	)	(990,000	)
Cash received from options granted on mineral properties	–		–		(497,423	)
Stock-based compensation	362,336		–		2,170,150
Changes in operating assets and liabilities:
Increase in advances and deposits	(16,231	)	(30,904	)	(79,418	)
Increase in amounts receivable	–		(337,429	)	–
(Decrease) Increase in amounts due to/from related parties	23,755		(125,730	)	24,255
(Decrease) Increase in accounts payable	240,431		(12,008	)	409,068
Decrease in accrued expenses	(45,274	)	(119,539	)	1,820
(Decrease) Increase in other payables	38,119		11,423		41,750
Net Cash Used In Operating Activities	(622,444	)	(466,354	)	(9,545,751	)
Investing Activities
Acquisition of property, plant and equipment	(331	)	(15,994	)	(203,893	)
Cash payment for acquisition of mineral properties	–		(239,900	)	(4,237,053	)
Cash received from options granted on mineral properties	–		–		497,423
Proceeds of subsidiary stock issuances	–		–		1,600,300
Purchase of investment	–		–		(5,000	)
Proceeds from sale of investments	–		–		242,511
Net Cash Used In Investing Activities	(331	)	(255,894	)	(2,105,712	)
Financing Activities
Proceeds from note payable	–		–		12,750
Repayment of note payable	–		–		(12,750	)
Proceeds from issuance of stock, net	286,975		–		11,853,046
Payment for cancellation of stock	–		–		(14,000	)
Net Cash Provided By Financing Activities	286,975		–		11,839,046
Net (Decrease) Increase In Cash and Cash Equivalents	(335,800	)	(722,248	)	187,605
Cash and Cash Equivalents at Beginning of Period	523,405		2,282,902		–
Cash and Cash Equivalents at End of Period	187,605		1,560,654		187,605

Supplemental Cash Flow information ( Note 9)

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

F-4

Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2012

(Expressed in US dollars)

(Unaudited)

1.	Nature of Operations and Going Concern
	Lake Victoria Mining Company, Inc. (the “Company”) was incorporated on December 11, 2006 under the laws of the State of Nevada. The Company’s administrative office is located in Vancouver, Canada. The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company has been in the exploration stage since inception and has not yet realized any revenues from its planned operations.
	The principal business of the Company is to search for mineral deposits or reserves which are not in either the development or production stage. The Company is conducting exploration activities on gold and uranium properties located in Tanzania.
	As of June 30, 2012, none of the Company’s mineral property interests had proven or probable reserves as determined under the requirements of SEC Industry Guide No. 7. Planned principal activities have not yet begun. The ability of the Company to emerge from the exploration stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional debt or equity financing and/or attain profitable mining operations. As shown in the accompanying financial statements, the Company has an accumulated deficit of $17,071,966 incurred through June 30, 2012. The Company also has no revenues. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to seek additional capital from new equity securities offerings that will provide funds needed to continue the exploration for gold and uranium. No assurance can be given that additional financing will be available, or that it can be obtained on terms acceptable to the Company and its shareholders. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.
2.	Summary of Significant Accounting Policies
	a)	Basis of Presentation
		These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Kilimanjaro Mining Company, Inc. (“Kilimanjaro”), Lake Victoria Resources Company, (T) Ltd., Jin 179 Company Tanzania Ltd. and Chrysos 197 Company Tanzania Ltd. Significant intercompany accounts and transactions have been eliminated. The Company’s fiscal year-end is March 31.
		These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended March 31, 2012, included in the Company’s Annual Report on Form 10-K filed June 29, 2012 with the SEC.
		The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at June 30, 2012, and the results of its operations and cash flows for the three-month periods ended June 30, 2012 and 2011. The results of operations for the period ended June 30, 2012 are not necessarily indicative of the results to be expected for future quarters or the full year.
	b)	Use of Estimates
		The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets, mineral property costs, asset retirement obligations, stock-based compensation, financial instrument valuations and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-5

Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2012

(Expressed in US dollars)

2.	Summary of Significant Accounting Policies (continued)
	c)	Business Combinations
		The Company follows the guidance in ASC 805, Business Combinations, and ASC 810, Consolidation. The net loss attributable to non-controlling interest recognized during the period from December 11, 2006 (date of inception) to June 30, 2012 was previously the minority interest held by certain passive shareholders at the consolidated financial statement level of Kilimanjaro, and whose interests were eliminated for accounting purposes by the August 7, 2009 share exchange agreement. The Company, after August 7, 2009, had no further non-controlling interests. As of June 30, 2012, a cumulative loss of $8,719,455 had been attributed to the non-controlling interest of the Company’s controlled subsidiary.
	d)	Basic and Diluted Net Income (Loss) Per Share
		The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As of June 30, 2012, the Company had 45,209,901 potentially dilutive securities outstanding.
	e)	Cash and Cash Equivalents
		The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance or may be redeemed without significant penalties to be cash equivalents.
		As of June 30, 2012 and 2011, the Company has approximately $16,000 and $691,000, respectively, deposited at FDIC insured banks in the United States. FDIC deposit insurance covers the balance of each depositor’s account up to $250,000 per insured bank.
		As of June 30 2012 and 2011, the Company has approximately $147,000 and $624,000 deposited in Canada including $33,655 (CAD$ 34,500) and $Nil, respectively, of guaranteed investment certificates bearing variable interest at primate less 2.05% which is restricted in use for corporation credit cards.
		As of June 30, 2012, the Company has Tanzania shillings of 32,856,000 (approximately $20,371) and $31,839 deposited in Tanzania. The Deposit Insurance Board in Tanzania insures up to 1,500,000 Tanzanian Shillings (approximately $930 as of June 30, 2012) per customer per bank. Any amount beyond the basic insurance amount may expose the Company to loss.
	f)	Property and Equipment
		Property and equipment consists of mining tools and equipment, furniture and equipment and computers and software which are depreciated on a straight line basis over their expected lives of five years.
	g)	Mineral Property Costs
		Under US GAAP mineral property acquisition costs are ordinarily capitalized when incurred using FASB ASC Topic 805-20-55-37, Whether Mineral Rights are Tangible or Intangible Assets. The carrying costs are assessed for impairment under ASC Topic 360-10-35-21, Accounting for Impairment or Disposal of Long- Lived Assets, whenever events or changes in circumstances indicate that the carrying costs may not be recoverable. The Company expenses as incurred all property maintenance and exploration costs.
		The Company also evaluates the carrying value of acquired mineral property rights in accordance with ASC Topic 930-360-35-1, Mining Assets: Impairment and Business Combinations, using the Value Beyond Proven and Probable (VBPP) method. The fair value of a mining asset generally includes both VBPP and an estimate of the future market price of the minerals.
		When the Company has capitalized mineral property costs, these properties will be periodically assessed for impairment of value. Once a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method. The Company records its interests in mining properties and areas of geological interest at cost. The Company has capitalized mineral properties costs of $548,200 and $556,750 as at June 30 and March 31, 2012, respectively.

F-6

Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2012

(Expressed in US dollars)

2.	Summary of Significant Accounting Principles (continued)
	h)	Long-Lived Assets
		In accordance with ASC 360, Property Plant and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
	i)	Asset Retirement Obligations
		The Company accounts for asset retirement obligations in accordance with the provisions of ASC 440, Asset Retirement and Environmental Obligations which requires the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The Company did not have any asset retirement obligations as of June 30, 2012.
	j)	Financial Instruments
		ASC 825, Financial Instruments requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:
		Level 1
		Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
		Level 2
		Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
		Level 3
		Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
		The Company’s financial instruments consist principally of cash and cash equivalents, advances and deposits, accounts payable, accounts payable to related party and other payables.
		Pursuant to ASC 825, the fair value of cash and cash equivalents are determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of advances and deposits, accounts payable, accounts payable to related party and other payables approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

F-7

Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2012

(Expressed in US dollars)

2.	Summary of Significant Accounting Policies (continued)
	j)	Financial Instruments (continued)
		Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of June 30, 2012 as follows:

	Fair Value Measurements Using
	Quoted Prices in	Significant
	Active Markets	Other	Significant
	For Identical	Observable	Unobservable	Balance
	Instruments	Inputs	Inputs	June 30,
	(Level 1)	(Level 2)	(Level 3)	2012
	$	$	$	$
Assets:
Cash and cash equivalents	187,605	–	–	187,605

k)	Foreign Currency Translation
	The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars in accordance with ASC 740, Foreign Currency Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
	To the extent that the Company incurs transactions that are not denominated in its functional currency, they are undertaken in Canadian dollars and the Tanzanian Schilling. A portion of business transactions in Tanzania and mineral option purchase agreements are denominated in Tanzanian Schilling. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
l)	Segment Information
	At June 30, 2012, approximately $103,643 of property and equipment is located in Tanzania and $15,754 in Canada. Mineral properties are located in Tanzania. Although Tanzania is considered economically stable, it is always possible that unanticipated events in foreign countries could disrupt the Company’s operations.
m)	Comprehensive Loss
	ASC 220, Comprehensive Income, establishes standards for the reporting and display of other comprehensive loss and its components in the consolidated financial statements. During the six month periods ended June 30, 2012 and 2011, the Company had unrealized loss on short-term investments of $Nil and $110,000, respectively, that represent other comprehensive loss.
n)	Income Taxes
	The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

F-8

Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2012

(Expressed in US dollars)

2.	Summary of Significant Accounting Policies (continued)
	o)	Stock-Based Compensation
		The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.
		ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviours. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.
		All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
	p)	Recent Accounting Pronouncements
		The Company has evaluated all other recent accounting pronouncements and determined that they would not have a material impact on the Company’s financial statements or disclosures.
	q)	Reclassifications
		Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.
3.	Related Party Transactions and Balances
	a)	As at June 30, 2012, the Company owed $9,000 (March 31, 2012 - $Nil) to a director of the Company. During three months ended June 30, 2012, the Company incurred $9,000 (2011 - $5,000) of directors fees to the director.
	b)	At June 30, 2012, the Company owed $2,000 (March 31, 2012 - $500) of accounting fees to an individual related to an officer of the Company. During the three months ended June 30, 2012, the Company incurred $1,500 (2011 - $1,050) of accounting fees to the individual.
	c)	During the three months ended June 30, 2012, the Company owed $3,500 (2011- $Nil) to a director of the Company. During the three months ended June 30, 2012, the Company incurred $10,500 (2011 - $10,500) of geologist consulting fees to the director.
	d)	As at June 30, 2012, the Company owed $9,755 (March 31, 2012 -$Nil) to a director of the Company. During the three months ended June 30, 2012, the Company incurred $44,214 (2011-$50,400) of salary to the director.
	e)	As at June 30, 2012, the Company held $40,766 (March 31, 2012 -$27,130) in trust with a company sharing a common director, which has been included in advances and deposits.
4.	Property and Equipment
	Property and equipment consists of the following:

	As at June 30, 2012			As at March 31, 2012
		Accumulated	Net Book		Accumulated	Net Book
	Cost	Amortization	Value	Cost	Amortization	Value
	$	$	$	$	$	$
Mining tools and equipment	143,271	58,018	85,253	143,272	50,853	92,419
Motor vehicle	12,800	2,773	10,027	12,800	2,133	10,667
Furniture and equipment	12,127	4,375	7,752	12,127	3,769	8,358
Computer and software	35,694	19,330	16,364	35,361	17,557	17,804
	203,892	84,496	119,396	203,560	74,312	129,248

5.	Other Payables
	As of June 30, 2012 and March 31, 2012, one subsidiary of the Company withheld tax deductions of $29,981 and $3,111, respectively, to conform to local tax law.

F-9

Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2012

(Expressed in US dollars)

6.	Mineral Property Acquisition and Exploration Costs
	All of the Company’s mineral property interests are located in Tanzania. Geo Can holds resource properties in trust for the Company. Most of the resource property interests are still formally registered to Geo Can to save on registration fees. When the annual filing for each property comes due then the formal registration of each property will be transferred to Kilimanjaro or as directed by Kilimanjaro.
	The following is a continuity of mineral property acquisition costs incurred during the three months ended June 30, 2012:

	Geita		Uyowa	Handeni		Buhemba
	Project		Project	Project		Project	Total
	$		$	$		$	$
March 31, 2012	6,150		40,000	253,650		256,950	556,750
Impairment	(6,150	)	-	(2,400	)	-	(8,550	)
June 30, 2012	-		40,000	251,250		256,950	548,200

The following is a continuity of mineral property exploration costs incurred during the three months ended June 30, 2012:

	Kalemela $	Geita $	Kinyambwiga $	Suguti $	Singida $	Uyowa $	North Mara $	Handeni $	Buhemba $	Other Project $	Total $
Accumulated balance, March 31, 2012	640,692	417,839	597,972	117,737	1,292,661	651,388	77,941	136,873	105,841	58,898	4,097,842
Exploration Expenditures:
Camp, Field Supplies and Travel	-	-	845	2,314	7,194	13,614	-	-	14,015	-	37,982
Drilling Cost	-	-	-	-	-	261,974	-	-	50,484	-	312,458
Geological Consulting and Wages	-	-	10,452	6,996	14,149	70,359	-	-	30,080	721	132,757
Geophysical and Geochemical	-	-	-	291	-	-	-	-	4,482	-	4,773
Parts and Equipment	-	-	-	74	998	1,523	-	-	422	-	3,017
Vehicle and Fuel expenses	-	-	1,323	3,096	1,674	7,885	-	-	12,056	-	26,034
	-	-	12,620	12,771	24,015	355,355	-	-	111,539	721	517,021
Accumulated balance, June 30, 2012	640,692	417,839	610,592	130,508	1,316,676	1,006,743	77,941	136,873	217,380	59,619	4,614,863

a)	Geita Project
	As a part of the Geo Can Agreement, the Company acquired prospecting license PL2806 which were divided into two prospecting licenses. The original license was expired and the project is now comprised of one license and one license under application. The Geita Gold Project is located in Northern Tanzania within the Lake Victoria Goldfields in the Geita District, Mwanza Region.
	On March 2, 2012, the Company was granted one license on Geita project for a total consideration of $12,300, of which $6,150 was paid on March 2, 2012 and $6,150 was due on July 30, 2012. As at June 30, 2012, the Company returned the license and Capitalized acquisition costs of $6,150 were determined to be impaired.
b)	Singida Project
	On May 15, 2009, the Company signed a Mineral Financing Agreement with one director of the Company authorizing him, on behalf of the Company, to acquire Primary Mining Licenses (“PMLs”) in the Singida area. As of December 31, 2010, this director has entered into Mineral Properties Sales and Purchase agreements with various PML owners to acquire 60 PMLs in the Singida area. As of June 30, 2012, the Company has 100% acquired 23 PMLs. On August 9, 2011, the Company relinquished 17 PMLs and the Company has the option to acquire 20 PMLs. Under the terms of these agreements, if the option to purchase is completed on all these PMLs, then the total purchase consideration would be approximately $4,682,075 (TZS7,551,733,325),outstanding option payments in US Dollar amount is estimated with an exchange rate of 0.00062 as at June 30, 2012), payable by March 9, 2013. Pursuant to the Mineral Financing Agreement, the Company has made payments of $Nil in fiscal 2013 and $350,512 in fiscal 2012.

F-10

Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2012

(Expressed in US dollars)

6.	Mineral Property Acquisition and Exploration Costs (continued)
	b)	Singida Project (continued)
		In September 2009, pursuant to the agreement, the Company completed an Addendum to the Mineral Properties and Sale and provided notification to all the PML owners involved in Singida Mineral Properties and Sale Agreements that the Company would extend their due diligence period for an additional 120 days as upon paying $48,782.
		On January 19, 2010, a director on behalf of the Company signed second addendums to Singida mineral properties sales and purchase agreements. The addendums revised and extended the second payment of the mineral agreements. The second payment was divided into three payments with $470,927 due on January 27, 2010, $470,927 due on July 27, 2010 and $922,900, due on January 27, 2011.
		On July 27, 2010, the director signed third addendums to the Singida mineral properties sales and purchase agreements on behalf of the Company. The third addendums revised the payment terms of the second addendum. Based on the revised terms, the second installment of $470,927 was divided into two payments, with $281,065 due on July 27, 2010 and $187,426 due on October 24, 2010. The Company made the payment of $281,065 on July 27, 2010, and the payment of $187,426 on October 26, 2010.
		On February 7, 2011, a director signed fourth addendums to the Singida mineral properties sales and purchase agreements on behalf of the Company. The fourth addendums revised the payment terms of the second addendum. Based on the revised terms, the third installment of approximately $922,900 was divided into three payments, with $92,065 paid on February 9, 2011, $181,998 paid on March 10, 2011 and $646,030 due on August 9, 2011. On August 9, 2011, the Company relinquished 17 PMLs and paid $350,512 to retain the option to acquire 20 additional PMLs. The option payment of $350,512 was impaired and recorded in the consolidated statement of operations.
		On May 6, 2011, the Company entered into an option and joint venture agreement with Otterburn. On May 20, 2011, the Company received option payment of $300,770 in cash and 1,100,000 common shares of Otterburn with a fair value of $495,000.
		On June 21, 2011, Lake Victoria Resources, a subsidiary of the Company, entered into a service agreement with Otterburn to perform all recommended exploration work on optioned properties. As per the agreement, Otterburn agreed to reimburse exploration costs incurred on Singida project from March 2011 up to the day of termination. By March 31, 2012, the Company has received total reimbursements from Otterburn of $880,258. As of March 31, 2011, $256,968 was receivable from Otterburn under this agreement
		On July 8, 2011, Otterburn terminated the option and joint venture agreement. On July 22, 2011, the Company sold 1,100,000 Otterburn shares to unrelated parties at a price of CAD$0.10 per share.
		As of June 30, 2012, under the terms of the mineral properties sales and purchase agreements the Company has completed option payments in the amount of $2,058,322. Pursuant to the original agreement and the subsequent addendums, to exercise the option the Company must pay approximately $372,000 on February 8, 2013 and $2,418,000 on March 9, 2013. At the option of the Company, a 2% Net Smelter Production royalty or 2% of the Net Sale Value may be substituted in place of the final payment for each PML.
	c)	Uyowa Project
		As a part of the Geo Can Agreement the Company owns 100% interest in the Uyowa project’s prospecting licenses. As of March 31, 2012, the Uyowa Gold project consists of six prospecting licenses and a total of four legal PMLs.
		On July 19, 2011, Guardian Investment Ltd, a related party, on behalf of the Company, entered into a mineral properties option agreement to acquire four primary mining licenses within the northern most prospecting license of the seven comprising the Uyowa Gold project. Total consideration includes:

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

F-11

Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2012

(Expressed in US dollars)

6.	Mineral Property Acquisition and Exploration Costs (continued)
	d)	Handeni Project
		On April 20, 2011, the Company signed license purchase agreement to acquire one prospecting license. The total consideration was $113,250, of which $77,250 was paid on May 13, 2011 and $36,000 was paid on July 14, 2011. On June 14 and June 20, 2011 the Company paid a finder’s fee of $30,000 in cash and issued 400,000 common shares with a fair value of $108,000.
		On May 30, 2011, the Company signed prospecting license purchase agreement to acquire a second prospecting license. The total consideration was $450,000 of which $10,000 paid on June 16, 2011. On June 14 and 20, 2011, the Company paid $3,000 in cash and issued 30,000 common shares with a fair value of $8,100. On September 20, 2011, the Company terminated this purchase agreement. Capitalized acquisition costs of $21,100 were determined to be impaired.
		On July 1, 2011, the Company signed prospecting license purchase agreement to acquire a third prospecting license. The total consideration includes:

1)	paying a total amount of $470,000 to earn up to 90% of interest, of which $20,000 paid on July 6, 2011 and $50,000 paid on Sept 21, 2011, $50,000 due in 2012, $100,000 due in 2013, $125,000 due in 2014 and $125,000 due in 2015;
2)	paying $1,500,000 on or before September 21, 2015 to earn final 10% interest.

	On March 21, 2012, the Company terminated this agreement. Capitalized acquisition costs of $70,000 were determined to be impaired.
	On March 7, 2012, the Company was granted one license on Handeni project for a total consideration of $4,800, of which $2,400 was paid on March 7, 2012 and $2,400 was due on August 14, 2012. As at June 30, 2012, the Company returned the license and capitalized acquisition costs of $2,400 were determined to be impaired.
e)	Buhemba Project
	Buhemba Project consists of two prospecting licenses. One prospecting license is a part of the Geo Can Agreement the Company owns 100% interest.
	On April 20, 2011, the Company signed license purchase agreement to acquire one prospecting license. The total consideration was $112,150, of which $89,650 was paid on April 29, 2011 and $22,500 was paid on July 14, 2011. On June 14 and June 20, 2011 the Company paid a finder’s fee of $30,000 in cash and issued 400,000 common shares with a fair value of $108,000.
	On March 7, 2012, the Company was granted one license on Buhemba project for a total consideration of $76,800, of which $6,800 was paid on March 7, 2012, $35,000 is due on September 3, 2012 and $35,000 is due on October 5, 2012.

7.	Capital Stock
	Preferred Stock
	The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001. As of June 30, 2012, the Company has not issued any preferred stock.
	Common Stock
	The Company is authorized to issue 250,000,000 shares of common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.
	On April 17, 2012, the Company completed first closing of a private placement of 14,285,000 units at $0.06 per unit for gross consideration of $857,100. Each unit consists of one share of common stock and one redeemable warrant. One redeemable warrant entitles the holder to purchase one additional share of common stock at $0.12 per share until April 17, 2014. The redeemable warrants are callable by the Company if the closing sales price of the common shares is equal to or greater than $0.18 per common share in 10 consecutive trading days. As of June 30, 2012, the Company had received additional subscriptions of $166,975 for 2,782,917 units.

F-12

Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2012

(Expressed in US dollars)

8.	Stock Options and Warrants
	On October 7, 2010, the Company adopted the 2010 Stock Option Plan under which the Company is authorized to grant stock options to acquire up to a total of 10,000,000 shares of common stock.
	On April 30, 2012, the Company granted 4,800,000 stock options to seven directors and officers, and 120,000 stock options to a senior geological consultant at an exercise price of $0.09 per share which will expire on April 30, 2015. All stock options are non-qualified and vested immediately. The weighted average grant date fair value of stock options granted during the three months ended June 30, 2012 was $0.07. The fair value of the options was estimated using the Black-Scholes pricing model based on the following assumptions: dividend yield of 0%; risk-free interest rate of 0.38%; expected life of three years; and volatility of 158%. During the three months ended June 30, 2012, the Company recorded stock-based compensation of $362,336 for these stock options.
	The following table summarizes the continuity of the Company’s stock options:

			Weighted-
		Weighted	Average
		Average	Remaining	Aggregate
	Number of	Exercise	Contractual	Intrinsic
	Options	Price	Life (years)	Value
		$		$
Outstanding, March 31, 2012	4,600,000	0.15
Granted	4,920,000	0.09
Expired	–	–
Outstanding, June 30, 2012	9,520,000	0.12	2.60	–
Exercisable, June 30, 2012	9,520,000	0.12	2.60	–

At June 30, 2012 and March 31, 2012, the Company did not have any unvested options. The following table summarizes the continuity of the Company’s warrants:

	Number of		Weighted-
	Shares	Weighted	Average
	Issuable	Average	Remaining	Aggregate
	Upon	Exercise	Contractual	Intrinsic
	Exercise	Price	Life (years)	Value
		$		$
Outstanding, March 31, 2012	21,404,901	0.91
Granted	14,285,000	0.12
Expired	–	–
Outstanding, June 30, 2012	35,689,901	0.62	1.16	–

The Company had the following warrants outstanding as of June 30, 2012:

	Exercise Price per
	Share	Shares Issuable
Expiration Date	$	Upon Exercise
September 9, 2012	1.25	1,350,501
January 28, 2013 (1)	1.25	10,473,000
August 13, 2013 (2)	0.40	4,790,700
August 13, 2013 (2)	0.60	4,790,700
April 17, 2014 (3)	0.12	14,285,000
		35,689,901

⁽¹⁾ These redeemable warrants are callable by the Company upon 30 days written notice to the warrant holder. If the redeemable warrants are not exercised within 30 days of being called, they will terminate and may not be exercised thereafter.

⁽²⁾ These redeemable warrants are callable by the Company upon 20 days written notice to the warrant holder. If the redeemable warrants are not exercised within 20 days of being called, they will terminate and may not be exercised thereafter.

⁽³⁾ These redeemable warrants are callable by the Company if the closing sales price of the common shares is equal to or greater than $0.18 per common share in 10 consecutive trading days.

F-13

Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2012

(Expressed in US dollars)

9. Supplemental Cash Flow Information

			Accumulated From
	Three Months Ended		December 11, 2006
	June 30,		(Date of Inception)
	2012	2011	to June 30, 2012
	$	$	$
Non-cash Investing and Financing Activities
Accounts receivable payable exchanged for long-term investment	–	–	460,019
Accounts receivable exchanged for mineral property acquisition	–	–	1,039,981
Investment acquired for amount payable	–	–	12,530
Receivable exchange for long-term investment	–	–	10,000
Share payments received for options granted on mineral properties	–	990,000	990,000
Stock issued for mineral interest acquisition costs	–	224,100	7,904,400
Stock issued for services	–	48,900	2,382,523
Stock issued for subscription receivable	–	–	33,275
Stock issued to settle debt	–	230,227	230,227
Supplemental Disclosures
Interest paid	–	–	1,045
Income tax paid	–	–	–

10.	Commitments
	a)	On May 11, 2010, the Company entered into an agreement with a consultant to provide services as a Senior Geological Consultant. In consideration of the foregoing the Company will pay a base compensation of $15,000 per month for the first six months, to be increased to $20,000 per month after the initial six months; eligibility of a bonus of 100,000 shares of common stock at the end of six months; and at the end of 12 months the Company will grant the consultant 300,000 stock options. On November 9, 2010, the Company issued 100,000 shares of common stock to the consultant. On October 21, 2010, the Company passed a board resolution to grant the Consultant 500,000 stock options at an exercise price of $0.45 per share. On November 11, 2010, the Company signed an amendment with the consultant to the original May 11th consulting agreement. The amendment extended the term of the agreement to three years from the ending date (May 1, 2011) of the initial consulting period, and the Company agreed to pay $17,500 per month for the first 12 months and $20,000 per month thereafter. The Company granted the Consultant 300,000 stock options on November 1, 2011. The Company will grant the Consultant 300,000 stock options on each of November 1, 2012 and 2013.
	b)	On October 7, 2010, the Company entered into a consulting agreement with Misac Noubar Nabighian to provide geophysical data processing and geophysical data interpretation services to the Company in consideration for:

i.	granting the Consultant an option to acquire 120,000 shares of common stock of the Company pursuant to the terms of the Company’s 2010 Stock Option Plan, at an exercise price of $0.29 per share, exercisable until October 7, 2013 and vesting immediately. On October 7, 2010, the Company granted 120,000 options to the Consultant;
ii.	paying the Consultant 0.5% of the net proceeds from the sale of any mining properties;
iii.	granting the Consultant a royalty on producing properties as follows: (a) $1.00 per ounce of gold produced or 0.25% of net smelter returns (as such term is defined in the Agreement), whichever is greater, and (b) 0.25% of net smelter returns for all other commercial production.

	The agreement is for a term of 36 months and may be renewed at the option of the Company upon 30 days written notice.
c)	On April 26, 2011, the Company entered into an agreement with a director to provide geologist consulting services commencing April 1, 2011 for a period of two years. The Company will pay the consultant $3,500 per month, and will grant 250,000 stock options annually at each anniversary of the agreement. On April 30, 2012, the director was granted 250,000 stock options (refer to Note 8).

F-14

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

Forward Looking Statements

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

• risks and uncertainties relating to the interpretation of sampling results, the geology, grade and continuity of mineral deposits;

• risks and uncertainties that results of initial sampling and mapping will not be consistent with our expectations;

• mining and development risks, including risks related to accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in production;

• the potential for delays in exploration activities;

• risks related to the inherent uncertainty of cost estimates and the potential for unexpected costs and expenses;

• risks related to commodity price fluctuations;

• the uncertainty of profitability based upon our limited history;

• risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration project;

• risks related to environmental regulation and liability;

• risks that the amounts reserved or allocated for environmental compliance, reclamation, post-closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs;

• risks related to tax assessments;

• political and regulatory risks associated with mining development and exploration; and

• other risks and uncertainties related to our mineral property and business strategy.

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

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

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

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

Recent Corporate Developments

Since the commencement of the three month period ended June 30, 2012, we experienced the following significant corporate developments:

1.

At Kahama South, we have commenced a ground magnetic survey and a geologic mapping program of the 245 square kilometer project.

2.

In July 2012, the Company received results from the recent core drilling program at Kiabakari East project in northeastern Tanzania. The four hole drill program, completed in June 2012, totaled 648.72 meters and was the first drilling. Final drill hole locations were determined by detailed geologic mapping, geophysical surveying and trench sampling. Drilling was focused at BIF Hill where previous trenching returned significant gold grades within Banded Iron Formation rocks (Refer Press Releases of 6th February and 23th April 2012). The drill holes were located on the south side of BIF hill and were spaced 40 meters apart on N- S drill fences. The holes, drilled due north at angles of -50 and -55 degrees below the horizontal, were designed to test the grade and to define the geometry of the gold mineralization.

Our Current Business

We are an exploration stage corporation focused on acquiring, exploring and developing gold deposits in the Lake Victoria Greenstone Belt in Tanzania, East Africa. We hold prospective gold projects, consisting of 27 Prospecting Licenses (PLs) and 71 Primary Mining Licenses (PMLs) and five uranium projects consisting of 9 Prospecting and Reconnaissance Licenses plus two licenses currently under application, within its Tanzania property portfolio, covering approximately 1,326 square kilometers (563,153 acres). We carry out our business by acquiring, exploring and evaluating mineral properties through our ongoing exploration program. Following exploration, we intend to either advance them to a commercially feasible mining stage, enter joint ventures to further develop these properties, sell or dispose of them if the properties do not meet our requirements. Our properties are all early stage exploration properties. Within our mineral exploration land in Tanzania our focus is primarily on gold, although our portfolio also contains uranium prospects.

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

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

Prospective Gold Projects

The following is a brief overview of portfolio of prospective mineral properties, the exploration developments on them where applicable and some of the details of the historical option agreements for them. During the three months ended June 30, 2012, our exploration work was primarily concentrated on the Uyowa and the Kiabakari East Project.

Musoma Bunda Murangi Gold Project

Exploration Strategy

No exploration was undertaken on the Kinyambwiga (PL 4653/2007) , Suguti (PL PL3966/2006 ) and Murangi (PL4511/2007) licences during the quarter. A new artisanal mining site has recently being exploited 1 kilometer along strike to the east of Kanunga2.

Future work

Kinyambwiga (PL 4653/2007)

The anomalous stone layer as encountered from previous RAB drilling during 2009 as well as the soil anomaly over the school requires further investigation. A number of auger drill traverses are planned to test the strike towards the SW where a number of anomalous soil samples have been indicated (Map 1).

A scoping study leading into a possible small scale mining operation of the Kanunga 1 Prospect is currently being considered.

Map 1: Kanunga 1 East and School soil anomalies

Suguti (PL PL3966/20Future Exploration Further exploration is to be focused mainly at Target 1 and 3 across the known soil anomalies (Map 2). Infill soil sampling, including Auger drilling over mbuga covered areas, has been undertaken along 200 meter N-S traverse line on 10 meter sample intervals in order to define the present soil anomalies. To date 157 samples including 84 auger drill samples, have been collected and are pending submission to SGS laboratories Mwanza. Results will determine whether a trenching programme is warranted across the targets.

Additional auger drill sampling is planned to be undertaken on the 200 ppb gold anomaly as well as the strike extensions of Zone 1,2 and 3 of Target 1 where no sampling has yet been undertaken (Map 2).

Map 2: Current state of exploration on the Suguti Licence showing present coverage of Auger drill and soil sampling across 3 target areas.

Murangi(PL4511/2007)

Future Exploration

Exploration is to be focused primarily on 5 ground magnetic targets (Map 3) in which the following work is to be undertaken::

i.	Mapping of the target areas on 1:2000 scale
ii.	Gradient IP survey across the entire license
iii	Auger drilling, with the Company’s recently purchased Auger Rig, across each of the Ground magnetic and IP Targets to soil sample beneath the “mbuga” cover.

Map 3. Target generation map of the Murangi PL4511/2007 based on ground magnetic interpretation.

Singida Gold Project

Future exploration

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

Kiabakari East (PL7142/2011)

The Kiabakari East Project is located approximately 55 kilometers southeast of Musoma town, in the Mara Region. The PL, covering 15.2 square kilometers and lying within the central part of the Musoma-Mara Greesntone Belt, was granted to Lake Victoria Resources by the Ministry of Mines in April 2011.

The PL was previously investigated by Randgold Resources who excavated a number of N-S trenches across a small hill, rising some 50 meters above the landscape, comprising of Banded Iron Formation (BIF Hill) rocks in the central to southern part of the PL. They also undertook 3 N-S drill fences, totalling 24 reverse circulation drill holes, along strike to the east of the BIF hill. No information is currently available. Minor artisanal mining activities are present on the BIF hill. Recently, the eastern part of the license at the Kyarano Prospect has been invaded by + 500 artisanal miners who have exposed a NNE-SSW trending gold bearing structure hosted by a quartz porphyry dyke within a metasedimentary rock sequence.

Exploration Strategy

The following exploration work has been completed across the Kiabakari East License:

• Landsat Imagery for the license area and surrounding environs.
• Detailed mapping
• Trenching (342.7 meters) including the re-opening of existing trenches as well as new trenches were mapped and sampled across BIF Hill
• Regional geological mapping
• In-house ground magnetic surveying along 200 meter spaced N-S traverse lines
• In-house Gradient IP Survey was undertaken along the same grid as used for the ground magnetic survey
• Regional rock sampling of specific localities on the PL
• Termite sampling
• Soil sampling – regional sampling on 200 meter x 50 meter centers utilizing the geophysics grid

Schlumberger Survey- Schlumberger VES N-S and E-W profiles were undertaken across BIF Hill and the artisanal workings at the Kyarano Prospect respectively (Table 1, Map 4).

Table 1. Schlumberger VES profiles across BIF Hill and the Kyarano Prospect

BIF HILL	FROM	TO
EASTING	NORTHINGS		LENGTH (m)
597200E	9799450	9799750	300
597400E	9799400	9799700	300
*597560E	9799700	9799500	200
*597580E	9799400	9799625	225
*597600E	9799400	9799700	300
*597620E	9799400	9799700	300
597800E	9799300	9799600	300
598000E	9799300	9799600	300
598200E	9799280	9799540	260
598400E	9799200	9799500	300
598600E	9799400	9799700	300

KYARANO PROSPECT

NORTHING	EASTINGS
9799850S	599000	599120	120
9799700S	599000	599400	400
9799650S	599000	599400	400
9799500S	599000	599400	400
9799300S	599000	599400	400
9799100S	599000	599400	400
9798900S	599000	599400	400
9798700S	599000	599400	400
9798500S	599000	599400	400
Uncompleted

*Significant IP anomalies

Inconsistent IP results were noted from the surveys undertaken across the Kyarano workings which failed to distinguish the pyritised quartz porphory rock

A distinct chargeability with low resistivity, situated some 100m north of the interpolated strike extensions of the mineralised BIF unit, was noted from a number of E-W Schlumberger profiles undertaken across BIF Hill (Table 1).

Map 4: Plan of BIF Hill and Kyarano Prospects showing position of Schlumberger profiles and diamond drill collars

Diamond drilling

A total of 4 inclined diamond drill holes, amounting to 648.72 meters, was collared on the southern side of BIF Hill on 40 meter spaced N-S drill fences and drilled to the north at declinations of 50 and 55 degrees to test and define the geometry of the BIF hosted gold mineralization, comprising of chert, siltstone and greywackes (Table 2).

Table 2. Diamond drill programme
BHID	Prospect	Section	Easting	Northing	Elevation	Az	Dip	Length	Comments
KED001	BIF Hill	597580E	597580	9799434	1280.4	0	-50	157.03	Completed
KED002	BIF Hill	597540E	597540	9799438	1278.8	0	-50	154.48	Completed
KED003	BIF Hill	597620E	597620	9799430	1287.2	0	-50	130.48	Completed
KED004	BIF Hill	597620E	597620	9799380	1279.8	0	-55	206.73	Completed
Total								648.72

KED007	Kyarano	9799700N	599153	9799700	1242.7	90	-50	120	Proposed
KED008	Kyarano	9799460N	599100	9799460	1255.1	90	-50	120	Proposed

Each borehole was drilled across the BIF package of rocks comprising of cyclic sequences of siltstone and banded cherts having an overall width of 80 meters, until the footwall pebble conglomerate unit was encountered on the northern side of the hill. The BIF unit dips steeply to the south. Although occasional intraformational sedimentary slump breccias are present, the unit has been complexly folded. A possible NNE trending fault is present which appears to have displaced the eastern part of the ore shoot some 40 meters to the north as well as being responsible for down-throwing the BIF unit to the east (Map 5).

Map 5. Plan of BIF Hill showing results of trench and drill holes and interpolated position of NNE fault.

Massive sulphides, consisting of syngenetic magnetite and pyrrhotite-rich bands occur throughout the BIF unit. Crackle brecciation and fracturing is more common in the brittle chert beds which are often infilled with later pyrrhotite and/or pyrite mineralization. Gold is associated with the sulphide filled fractures as well as within zones of massive pyrite and, to a lesser extent, massive pyrrhotite mineralization.

All the core was cut in half by a rock saw with the half core (or quarter core if over wider intervals of >1 meter) being sampled according to the intervals as per geologic log. Strict quality control has been maintained in which 5% of the sample batch, comprising 20 samples, contained a blank, a Commercail Standard and a duplicate. The samples batches were submitted to SGS Laboratory Mwanza for 50gm Fire assay.

Results

The limited drill programmer of 648.72 meters intersected wide zones of anomalous gold mineralization throughout all four boreholes drilled including 1.03 g/t gold over 37.50 meters and 0.58g/t Au over 43.35 meters, inclusive of higher grade intersections of 1.75 g/t gold over 6.13 meters and 2.05 g/t over 3.00 meters. Mineralized intercepts are summarized in Table 3 below.

Table 3: Summary of Diamond drill intercepts

Hole No.	Total Depth (m)	Section	Azimuth (deg)	Decline (deg)	From (m)	To (m)	Interval (m)	Au (g/t)
KED001	157.03	597580E	0	-50	60.00	109.30	49.30	0.27
Including					60.00	63.00	3.00	2.05
KED002	154.48	597540E	0	-50	48.00	85.50	37.50	1.03
Including					52.20	56.00	3.80	3.31
					71.90	76.60	4.70	1.98
KED003	130.48	597620E	0	-50	57.55	64.70	7.15	0.42
and					87.50	118.00	30.50	0.32
KED004	206.73	597620E	0	-55	76.05	83.00	6.95	0.44
and					107.24	112.60	5.36	0.89
and					145.40	188.75	43.35	0.58
Including					145.40	151.53	6.13	1.75
and					181.20	182.03	0.83	1.21
and					185.40	186.97	1.57	1.17

The gold mineralization, having been offset by the NNE fault, plunges steeply to the east. Anomalous gold mineralization of greater than 250 ppb gold was encountered over substantial widths in each of the boreholes with improved grades being intersected in the deeper whole (KED004) drilled to the east. Mineralization is open down dip and along strike both to the west and down plunge to the east (Map 6).

Kyarano Prospect

The Kyarano Prospect, located on the eastern side of the Kiabakari East Permit, is a recent and active artisanal site in which upto +500 illegal miners have been present. Shafts, aligned along a NNE trend were sunk into a quartz porphyry/felsite “dyke” rock for a strike distance of some 400 meters. Mining activities decreased as flooding of the shafts occurred from 15-20 meters below ground. A number of the shafts were sampled and assayed for gold by 50 gm fire assay, results of which are shown in Table 4 and Map 4.

Map 6: Longitudinal Section across BIF Hill showing interpolated plunge of the gold-rich sulphide zone.

Table 4. Results of shaft sampling at the Kyarano Prospect

Prospect	Pit_ID	East (Arc60)	North (Arc60)	SANO	Au ppm	Description
Kyarano	KP023	599210	9799682	A22984	0.47	Qtz vein - 7m depth
Kyarano	KP0024	599212	9799646	A22985	0.06	Light grey felsite/qtz porphory -10m depth
Kyarano	KP0025	599255	9799608	A22986	0.11	Light grey felsite/qtz porphory-9m depth
Kyarano	KP0026	599176	9799566	A22987	0.01	Light grey felsite/qtz porphory-8m depth
Kyarano	KP0027	599162	9799500	A22988	1.74	Light grey felsite/qtz pophory-7m depth
Kyarano	KP0028	599164	9799454	A22989	0.93	Light grey felsite/qtz porphory-5m depth
Kyarano	KP0029	599260	9799470	A22990	19.8	Light grey felsite/qtz porphory-5m depth

Diamond drilling

A short drilling programme was been planned to test the NNE trending pyritic quartz felsite porphyry at the Kyarano Prospect located on the eastern side of the project area some 1.5 kilometres east of BIF Hill. Two boreholes, collared 240 meters apart on E-W drill fences (Table 2) are to test the area 80 meters beneath the active artisanal workings in order to examine the hosting lithologies and alteration associated with this known gold mineralisation. However, due to budget constraints, the two diamond drill holes previously planeed to test the Kyarano Prospect, were not drilled.

NW Prospect

A number of old trenched were discovered in the northwestern corner of the licence immediately south of the granite – greenstone contact (Map 7).

Map 7. Aerial photograph of the trench excavations undertaken by Rand Gold in the NW part of the Kibakari East Licence (after Google Earth).

The area is underlain by BIF rocks comprising of chert and siltstone rocks. It is cut by a N-S trending quartz diorite dyke. Two areas of artisanal mining have exposed highly oxidized and leached sulphidic zones within the BIF rocks. A number of grab samples were collected and Fire assayed for gold by SGS Laboratories Mwanza (Table 5) .

Table 5. Results of rock samples taken from artisanal workings in highly oxidized and leached BIF

Sample No	Easting	Northing	Au (g/t)	Comments
283694	596490	9800764	0.02	Silicified shear zone, intensely leached
283695	596490	9800764	0.03	As above
283696	596505	9800800	0.02	Silicified, intensely leached + Sulphur
283697	596506	9800802	0.01	Silicified BIF

Future exploration

Once the Diamond drilling programme has been completed, the following field exploration is planned:

Repeat and infill sampling on 50 meter x 25 meter grids are planned to validate and define the current soil anomalies. Previous termite sampling to the south of BIF Hill and the Kyarano Prospect which returned anomalous values but were not reflected in the surrounding soils, are to be further investigated by pitting in order to determine the validity of the gold values derived from the termite mounds.

A Reverse circulation drill programme is planned to develop a gold resource at both BIF Hill and the Kyarano prospect 

Uyowa Gold Project

Introduction

The Uyowa Gold project, located 120 kilometers northwest of Tabora town, consists of seven (7) Prospecting Licenses (PLs) that initially cover a total area of 729.73 square kilometers in the west-central area of Tanzania.

However, many of the licences in the Uyowa project were due for renewal during 2011 and according to Governmnet degree, 50% of the areas were relinquished reducing the total land package to 421.75 square kilometers (Map 8).

Map 8: Current licence distribution of the Uyowa Project

Exploration has been mainly focused in the northern license blocks PL 3425/2007 and PL5153/2008 of Target 3 (Map 9). PL5153/2008 was previously investigated by Ashanti Gold in 2003, in which they undertook 999 meters of Reverse Circulation drilling. The area is now an active artisanal mining site.

Exploration

Exploration on the Uyowa Project commenced in the 1^st quarter of 2011 and to date the following work has been undertaken:

PL 3425/2005

- Re-processing and interpretation of the aeromagnetic data, flown by Geosurvey International G.m.b.H between 1977 to 1980 purchased from the Geological Survey, Dodoma (Map 9).

-  Ground Magnetometer survey over part of PL3425/2005 on 400 meter x 50 meter grid

-  Soil sampling on 400 meter x 50 meter grid totaling 2616 samples

- Termitaria sampling

- Regolith mapping

- Remote sensing studies

Map 9. Regional aeromagnetic map across Uyowa Project area showing exploration targets numbered according to priority

PL 5153/2007 (Map 10)

• Regional Mag survey on 200 meter spaced N-S lines covering a 12 kilometers x 6 kilometers grid
• Gradient array survey on 400 meter spaced N-S lines across the optioned PML and extending out along strike across a grid of 10 kilometers x 4 kilometers
• Soil sampling on 200 meters x 50 meter grid across a grid area of 2.25 kilometers x 10 kilometers (excluding the artisanal site
• Schlumberger profiles
• Regolith mapping
• Detailed mapping
• Termitaria sampling
• Soil and termitaria sampling - on 200 meter x 50 meter grid totaling 2616 samples. All the anomalous gold values occur as single point values along the known E-W zone of gold mineralization. A single maximum value of 400 ppb gold occurs on the far eastern side of the trend (Map 11).
• Shaft sampling
• A total of 29 reverse circulation drill holes, amounting to 2,486 meters, was drilled to test the down-dip continuity of thickness and grade as well as exploring the strike extensions of the 4 main mineralized zones across the PMLs, was completed in September 2011 (Map 12) .

Map 10: Grid layouts of exploration surveys undertaken across the artisanal workings and environs on PL 5153/2008

Map 11: Soil geochemistry map showing main anomalous gold trends

Map 12: Borehole collar plan showing gold intercepts along the mineralised zone

Diamond drilling

The 1459 meter diamond drill program , primarily aimed at defining and understanding the structural controls of the 4 gold veins across 300 meters of strike length within the central to western parts of the 1700 meter long E-W shear zone, was undertaken from March to May 2012. The 11 hole program, planned on 40 meter spaced N-S sections, also tested the down-dip extensions of mineralization to a vertical depth of some 150 meters. A total of 1459 meters was drilled in 11 boreholes (Table 6, Map 13 ).

Table 6. Diamond drill programme

BHID	Section	Easting (Arc 60)	Northing (Arc 60)	Az (o)	Dip (o)	Length (m)	Elevation
UDD001	389960E	389960	9506197	180	-65	165.18	1108
UDD002	389920E	389920	9506182	180	-60	139.84	1108.4
UDD003	390000E	390000	9506206	180	-60	155.24	1109.3
UDD004*	390040E	390040	9506160	180	-65	79.98	1110.6
UDD005	390040E	390040	9506218	180	-60	140.52	1110.9
UDD008	390200E	390205	9506242	180	-65	134.88	1112.6
UDD009	390320E	390318	9506254	180	-65	114.96	1113.8
UDD010	389720E	389717	9506158	180	-60	132.98	1110
UDD011	390840E	390840	9506315	180	-64	116.78	1112
UDD06	390080E	390080	9506216	180	-60	145.83	1110.4
UDD07	390120E	390120	9506211	180	-65	130	1105.8
* "Twin" hole to URC014

Map 13: Diamond drill collar plan

Drilling has revealed that the gold mineralization is hosted by a number of semi-continuous ductile shears zones of up to 7 meters wide and containing disseminated pyrite mineralization, dipping between 55 to 70 degrees to the north. In all sections, the mineralized gold zones have been traced to vertical depths of 100 meters and are open at depth.

A “twin” hole was drilled to compare the gold grades and widths in order to increase gold grade confidence of the previous RC drilling results and to work towards establishing a gold resource.

A single diamond drill hole was drilled at either end of the known mineralized zone, confirming the presence of the mineralized shear zone continuing out along strike both to the east and to the west.

All borehole samples across the mineralized zones have been split, sampled and submitted to SGS Laboratories Mwanza for 50 gm Fire assay. Strict quality control was maintained with 5% of each of the sample batches having a blank, duplicate and Commercial standard inserted as part of the sample stream.

Results

Notable results include: 27.3 g/t Au over 0.40 meters, 16.3g/t over 0.35 meters, 3.05g/t Au over 4 meters and 2.21 g/t Au over 6 meters are shown in Table 7.

Table 7: Summary of Diamond Drill intercepts

Hole No.	Total Depth (m)	Section	Azimuth (deg)	Decline (deg)	From (m)	To (m)	Interval (m)	Au g/t
UDD001	165.18	389960E	180	-65	104.00	108.00	4.00	3.05
UDD002	139.84	389920E	180	-60	96.00	102.00	6.00	2.21
including					98.50	98.80	0.30	11.4

UDD003	155.24	390000E	180	-60	47.65	48.45	0.80	1.61
and					104.00	107.00	3.00	1.44
UDD004	79.98	390040E	180	-65	45.00	48.00	3.00	5.6
including					46.60	47.00	0.40	27.3
UDD005	140.52	390040E	180	-60	115.00	116.30	1.30	2.01
and					119.30	119.70	0.40	1.75
UDD006	145.83	390080E	180	-60	90.35	96.00	5.65	0.9
UDD007	130	390120E	180	-65	81.00	85.00	4.00	2.67
and including					98.00	105.80	7.80	1.27
					100.50	101.00	0.50	6.97
UDD008	134.88	390200E	180	-65	79.90	80.20	0.30	1.48
UDD009	114.96	390320E	180	-65	91.50	91.85	0.35	16.3
UDD010	132.98	389720E	180	-60	95.85	96.30	0.45	1.1
UDD011	116.78	390840E	180	-64	6.40	7.90	1.50	1.07
and					100.30	100.90	0.60	1.36

Drilling successfully intersected the mineralized lenses as identified from the RC drill program of August 2011. Diamond drilling has further defined the geometry of the mineralized zones to comprise of 2 gold lenses, situated approximately 25 meters apart, dipping moderately to the north at 65 degrees. The dip of the 2 lenses steepens to 75 degrees further along strike to the east (Map 14). The southern lens is the more dominant of the two gold structures in having both a higher gold grade and a more continuous strike length. Gold mineralization is hosted by pyrite within narrow ductile shear zones having a maximum intersected width of upto 7.8 meters.

Map 14. Distribution and location of shear hosted gold structures as defined both by RC and diamond drilling.

The distribution of gold in Lens 2 suggests that there are 3, equally spaced gold “shoots” of approximately 80 meters broad plunging at 30 degrees to the west which are open at depth (Map 15). A left lateral fault on the western side of the main drilling target has offset the strike of the lenses by some 100 meters. Some of the highest gold intercepts, which have been reported from drilling, occur in the western shoot. The central and eastern ore shoots appear to have lower overall gold grades and narrower intercepts.

Map 15: Longitudinal section showing gold distribution plot along strike of mineralized zone.

Future exploration

PL3425/2007

• Ground truthing of Landsat and ASTER imaging by following up on a number of iron alteration zones
• Field investigation and follow up sampling/pitting/trenching on the soil anomalies as delineated from the earlier soil sampling program completed in 2011.
• Selected Gradient IP surveys and Schlumberger VES profiling across delineated ground magnetic targets.
• RAB/RC drilling over prioritized targets.

PL5153/2008

Interpretation of the ground magnetic survey suggests the presence of a graben structure that coincides with the last of the artisanal workings on the western side of known mineralized zone. The area, unlike the artisanal site where laterite is often exposed on surface, is overlain by sand cover for some 500 meters to the west before lateritic soils are again present suggesting possible continuation of the mineralized trend further to the west. Landsat imagery clearly shows area of laterite and lateritic soil over the area. Based on the recent soil geochemistry results, follow up specific soil sampling is planned across the interpolated trend of gold mineralization to both the west and east of the artisanal workings covering a total strike length of 3.5 kilometers as shown in Map 16.

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

Follow-up investigation using possibly both methods of soil sampling will be undertaken across a number of ground magnetic targets (Map 17) in order to priorities targets for later testing by RAB drilling.

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

Map 16: Soil sampling plan to trace the strike extensions of the mineralized gold structure across PL5152/2008.

Map 17: TMI map over the artisanal area and environs.

Handeni Gold Project

The Handeni Project initially comprised of three (3) Prospecting Licenses and covering a total area of 200.59 square kilometers (Table8), is located approximately 240 kilometers by road north-west of Dar es Salaam and some 30 kilometers south of Handeni town within the Handeni District (Map 18). Subsequent exploration has resulted in both the Amani (PL7002/2011) and the Mkulima (PL4816/2007) being relinquished and the properties have been returned to their prospective owners. The Company has retained 100% of the mineral rights of the remaining PL4816/2007.

Table 8. Details of Handeni Region Prospecting Licenses

License ID	Area	Area (km2)
7002/2011	Amani	172.36
7148/2011	Mkulima East	12.00
4816/2007	Mkulima	16.23
Total		200.59

Map 18: Location map of the Handeni Project showing the PLs in red.

Exploration

No exploration was undertaken on the Handeni Project during the quarter.

Future exploration

An infill soil sampling programme on 100 meter x 25 meter grid is recommended across the Mkulima Hill (188 samples) in order to better define the apparent gold anomalies prior to planning a trenching programme across the main anomalous zones (Map 19). Should a trenching programme be warranted, further soil sampling on 100 meter x 50 meter grid is proposed around the hill on 200 meter x 50 meter grid (623 samples) to increase the area of investigation and strike extend of the gold anomalies (Table 9 , Map 19).

Map 19: Soil sampling grids across Mukulima East outlining potential soil anomalies

Table 9. Planned soil grid across the Mkulima East Licence

	From		To	Length	50
Section	East (Arc 60 37S)	North (Arc 60 37S)	East (Arc 60 37S)	(m)	Sample Number
9358900E	407400	9358900	410250	2850	58
9358500E	407400	9358500	410250	2850	58
9358100E	407400	9358100	410250	2850	58
9357700E	407400	9357700	410250	2850	58
9357700E	407500	9357700	410200	2700	55
9357300E	407600	9357300	410150	2550	52
9357100E	407650 408325	9357100 9357100	408300 408450	650 125	14 6
9357000E	407700	9357000	410100	2400	49
9356900E	408200	9356900	409150	950	39
9356800E	407650 409250	9356800 9356800	408250 410050	600 800	13 17
9356700E	408300		409450	1150	47
9356600E	407750 409250	9356600 9356600	408450 409500	700 250	15 6
9356500E	409450	9356500	409650	200	5

9356400E	407800	9356400	408550	750	16
9356325E	408900	9356325	409600	700	29
9356250E	408100	9356250	409200	1100	23
	409000	9356250	409750	750	31
9356150E	409200	9356150	409600	400	17
9356050E	409200 409200 409700	9356050 9356050 9356050	409600 409650 409850	400 450 150	9 19 4
9355850E	408150	9355850	409800	1650	34
9355850E	408250	9355850	410200	1950	40
9355450E	408350	9355450	410250	1900	39
Total samples					811

25m	(Total samples
centres	188)	PHASE 1
50m centres	(Total samples
623)		PHASE 2

North Mara Gold Projects

The North Mara Gold Project, comprising of 10 Prospecting licences and covering 585.07 square kilometers, have been divided into 3 blocks, namely the Tarime, Nyabigena and the Kubiasi Kiserya project areas which includes the Kiagata Project. A recent addition to the North Mara Gold project is the Maji Moto licence (HQ-P23869), located28 kilometers to the SW of the African Barrick, North Mara Gold mine.Kiagata Project (PL 4225/2006)

The Kiagata project, located within the North Mara Greestone belt, is situated in the Musoma District and is about 30 kilometers from Musoma Town, the main commercial hub in the area. The project is located immediately south of the Mara river and west of the Serengeti National Park.

A reconnaissance survey involving mapping, termite sampling, and selected soil and rock sampling were carried out but results suggest that no gold mineralization is present on the property. The licence is to be relinquished.

Kubiasi Kiserya (PL4833/2007)

The Kiserya project is located in northeastern Tanzania approximately 18 kilometers southeast from African Barrick’s North Mara Gold Mine, within the N Mara Gold Belt. The licence lies adjacent to the Mara River and to the north of the Serengeti Game Reserve. The northern and western parst of the licence are underlain by greenstone rocks that tend to crop out as series of large hills that dot the surrounding plains. The remainder of the licence is underlain by granite. Little to no colluvium of black clay “mbuga” is present.

Exploration

No exploration activities were undertaken during the quarter

Future Exploration

	Exploration is to be focused on investigating:
i.	Anomaly 1, located along the granite/metavolcanic contact that has been cut by a prominent NW-SE shear zone (Map 20). Active artisanal workings occur along the shear zone some 500 meters NW of the licence.
ii.	The E-W striking quartz veins in Anomalies 2 and 3 which returned anomalous gold values
iii.	The N-S trending Anomaly 4.

iv.	The quartz vein that returned 5.15 g/t gold on the northern slope of Kiterere Hill in the Eastern part of the Prospect.
v.	The old colonial shaft at the base of Getangana Hill

Mapping, trenching and possible Schlumberger VES profiling are planned to complete this phase of exploration.

Map 20: Soil anomaly map of Kubiasi Kiserya PL4833/2007

Maji Moto HQ-P23869 

A recent acquisition to the N Mara group of licences is the Maji Moto licence that was awarded to the Company by the Ministry of Mines through application and tender in April 2012.

The licence is situated in the N Mara Greenstone Belt (Eastern Musoma Goldfields) approximately 28 kilometers to the SW of African Barrick’s N Mara Gold Mine (Map 21). Three artisanal gold mining sites are known on the licence.

Exploration

Exploration has not yet commenced on the licence.

Map 21:. Location map of Maji Moto HQ-P23869

Note: HQ-O23869 is the Application number. The licence has yet to be allocated a PL number by the Ministry. 

Future exploration

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

• Regional ground Magnetic surveyRegional mapping of the licenceRegional soil sampling on 200 meter x 50 meter sample gridDetailed mapping and soil/rock sampling at and around the artisanal sitesSchlumberger profiles across the known artisanal sites

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

Acquisition of Prospecting Licenses in Tanzania

General

The following is a discussion and analysis of our plan of operation and results of operations for the three month period ended June 30, 2012, and the factors that could affect our future financial condition. This discussion and analysis should be read in conjunction with our consolidated unaudited financial statements and the notes thereto included elsewhere in this quarterly report. Our consolidated financial statements are prepared in accordance with United States generally accepted accounting principles. All references to dollar amounts in this section are in United States dollars unless expressly stated otherwise.

Plan of Operation

As of June 30, 2012, we had negative working capital of approximately $210,000. We plan to spend approximately $50,000 for our property acquisitions and holding costs and $200,000 for exploration activities for the next twelve months, with work being conducted on several projects including soil sampling, trenching and drilling. We will need to raise additional funds to finance the exploration activities on our projects. No assurance can be given that additional financing will be available, or that it can be obtained on terms acceptable to the Company and its shareholders. Our estimated expenses over the next twelve months are as follows:

Cash Requirements during the Next Twelve Months

Expense	($)
Property acquisition and holding costs	50,000
Exploration expenses	200,000
Professional fee	150,000
General and administration fee	500,000
Total	900,000

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, possible cost overruns due to price and cost increases for services and economic conditions. Because the Company does not currently derive any production revenue from operations, its ability to conduct exploration and development on properties is largely based upon its ability to raise capital by equity funding.

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

RESULTS OF OPERATIONS

Three Month Summary

		Three Months Ended
		June 30,
		2012			2011
Revenue	$	-		$	-
Expenses		1,238,495			403,656
Other income (expenses)		(5,818	)		1,485,464
Net Income (Loss)	$	(1,244,313	)	$	1,081,808

Revenue

We had no operating revenues for the three month period ended June 30, 2012 and 2011. We anticipate that we will not generate any revenues until we generate additional financing to support our planned operations.

Operating Costs and Expenses

The major components of our expenses for the three months ended December 31, 2011 and 2010 are outlined in the table below:

	Three Months Ended
	June 30,
	2012	2011
Amortization and depreciation	10,183	7,125
Exploration costs	517,021	53,056
General and administrative	90,246	68,825
Impairment of mineral property acquisition costs	8,550	-
Management and director fees	9,000	5,000
Professional fees	91,161	100,025
Salaries	136,672	144,987
Stock-based compensation	362,336	-
Travel and accommodation	13,326	24,638
Total Expenses	1,238,495	403,656

General and Administrative Expenses

The Company reported a loss of $1,238,495 for the three months ended June 30, 2012 compared with a loss of $403,656 for same period in fiscal 2011. The increased loss in the current period is mainly attributed to increased exploration costs and stock-based compensation.

The $21,421 increase in our general and administrative expenses for the three month period ended June 30, 2012 as compared to the same period in fiscal was primarily due to increase in licenses holding costs and salary.

Liquidity and Capital Resources

Working Capital

		June 30, 2012			March 31, 2012
Current Assets	$	267,023		$	586,592
Current Liabilities		476,910			219,879
Working Capital	$	(209,887	)	$	366,713

Cash Flows

		Three Months Ended
		June 30, 2012
Cash used in Operating Activities	$	(622,444	)
Cash used in Investing Activities		(331	)
Cash provided by Financing Activities		286,975
Net Increase (Decrease) in Cash	$	(335,800	)

We had a cash balance of approximately $188,000 and negative working capital of $210,000 as of June 30, 2012 compared to cash of $523,000 and working capital of $367,000 as of March 31, 2012. The decrease of cash balance and working capital primarily due to cash spent on exploration and development. We anticipate that we will incur approximately $900,000 for operating expenses, including professional, legal and accounting expenses during the next twelve months. Accordingly, we will need to obtain additional financing in order to complete our full business plan.

Going Concern

The unaudited financial statements accompanying our quarterly report on Form 10-Q for the quarter ended June 30, 2012 have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of June 30, 2012, we had a cash balance of approximately $188,000 and we estimate that we will require approximately $650,000 for general and administration costs and professional fees, and $250,000 for property acquisition holding and exploration costs associated with our plan of operation over the next twelve months. We do not have sufficient funds for general and administration activities and planned mineral property acquisition and exploration activities and therefore we will be required to raise additional funds. No assurance can be given that additional financing will be available, or that it can be obtained on terms acceptable to the Company and its shareholders.

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

Future Financings

We had an approximate cash balance of $188,000 and negative working capital of $210,000 as of June 30, 2012 compared to a cash balance of $523,000 and working capital of $367,000 as of March 31, 2012 and we estimate that we will require approximately $900,000 for costs associated with our plan of operation over the next twelve months. Accordingly, we do not have sufficient funds for planned operations and we will be required to raise additional funds for operations. We intend to raise additional funds from another equity offering or loans. At the present time, we are attempting to raise additional money, but there is no assurance that we will be successful. If we need additional funds and are unable to raise them, we will have to suspend or cease operations until we succeed in raising additional funds.

Outstanding shares and options

As of August 14, 2012, we have 111,770,733 shares of common stock outstanding, 9,520,000 stock options outstanding and 35,689,901 warrants outstanding.

Off-Balance Sheet Arrangements

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

Risks And Uncertainties

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

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

Risks Associated with Mining

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

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

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

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

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

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

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

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

Our business activities are conducted in Tanzania.

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

We may not have clear title to our properties.

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

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

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

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

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

Mineral prices are subject to dramatic and unpredictable fluctuations.

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

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

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

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

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

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

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

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

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

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

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

Risks Relating to Our Common Stock

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

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

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

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

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

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

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

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

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

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

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

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

Risks Related to Our Company

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

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

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

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

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending March 31, 2013, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely effected in a material manner.

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

There were no changes in our internal control over financial reporting during the three month period ended June 30, 2012 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS.

Not Applicable.

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

In April, 2012 we completed a first closing of a private placement of 14,285,000 shares at a price of $0.06 per share for gross proceeds of $857,100. We issued an aggregate of 2,000,000 shares to one subscriber that each represented that it was not a US person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction pursuant to Regulation S and/or Section 4(2) of the Securities Act of 1933 and an additional 12,285,000 shares to eight accredited investors, who represented that they were each a “US Person” as defined in Regulation S, pursuant to Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933. Proceeds of the private placement are intended to be applied to the Company’s ongoing work program on its mining projects, continued exploration for new projects and general working capital.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

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

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

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

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

SIGNATURES

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

LAKE VICTORIA MINING COMPANY, INC.

By	/s/ David Kalenuik
	David Kalenuik
	President, and Chief Executive Officer
	(Principal Executive Officer)
Date:	August 14, 2012
By	/s/ Ming Zhu
	Ming Zhu
	Chief Financial Officer
	(Principal Accounting Officer and Principal
	Financial Officer)
Date:	August 14, 2012

EX-31.1

CERTIFICATIONS

I, David Kalenuik, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Lake Victoria Mining Company, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financials statements for external purposes in accordance with generally accepted accounting principles;
	(c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant 's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

August 14, 2012

/s/ David Kalenuik

David Kalenuik

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

CERTIFICATIONS

I, Ming Zhu, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Lake Victoria Mining Company, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financials statements for external purposes in accordance with generally accepted accounting principles;
	(c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

August 14, 2012

/s/ Ming Zhu

Ming Zhu

Chief Financial Officer

(Principal Financial Officer and Principal Accounting

Officer)

EX-32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

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

In connection with the Quarterly Report of Lake Victoria Mining Company, Inc. (the “Company”) on Form 10-Q for the three month period ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Kalenuik, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that

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

Dated: August 14, 2012	By:	/s/ David Kalenuik
	David Kalenuik
	President and Chief Executive Officer
	(Principal Executive Officer)

This Certification is being furnished pursuant to Rule 15(d) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C. 78r), or otherwise subject to the liability of that section. This Certification shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference.

EX-32.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

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

In connection with the Quarterly Report of Lake Victoria Mining Company, Inc. (the “Company”) on Form 10-Q for the three month period ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ming Zhu., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that

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

Dated: August 14, 2012	By:	/s/ Ming Zhu
	Ming Zhu
	Chief Financial Officer
	(Principal Financial Officer and Principal
	Accounting Officer)

This Certification is being furnished pursuant to Rule 15(d) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C. 78r), or otherwise subject to the liability of that section. This Certification shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference.