LVCA Victoria Lake Inc (CE)

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

FORM 10-K

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

For the fiscal year ended March 31, 2015

or

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

For the transition period from ________________ to  __________________

Commission file number 000-53291

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

Nevada	51-0628651
State or other jurisdiction of	(I.R.S. Employer
incorporation or organization	Identification No.)

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

604.248.5750
(telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class	Name of each Exchange on which registered
Nil	N/A

Securities registered pursuant to Section 12(g) of the Act

Common Stock, par value $0.00001 per share
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES [   ]      NO [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:
YES [   ]      NO [X]

Indicate by check mark whether the registrant(1) has filed all reports required 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 day.
YES [X]      NO [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule405 of Regulation S-T (§229.405 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 [   ]

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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

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 Act).
YES [   ]      NO [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $1,932,286 based on a price of $0.02 per share, being the average bid and asking price of the registrant’s common stock as quoted on the OTC Bulletin Board on September 30, 2014.

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date 152,329,067 shares of common stock as of June 29, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not Applicable

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TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business.	5
Item 1A.	Risk Factors.	7
Item 1B.	Unresolved Staff Comments	13
Item 2.	Properties.	13
Item 3.	Legal Proceedings.	27
Item 4.	Mine Safety Disclosures.	27
	PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities.	27
Item 6.	Selected Financial Data.	28
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	28
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	34
Item 8.	Financial Statements and Supplementary Data.	34
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	36
Item 9A.	Controls and Procedures.	36
Item 9B.	Other Information.	37
	PART III
Item 10.	Directors and Executive Officers and Corporate Governance.	37
Item 11.	Executive Compensation.	40
Item 12.	Security Ownership of Certain Beneficial Owners and Management.	44
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	47
Item 14.	Principal Accounting Fees and Services.	49
	PART IV
Item 15.	Exhibits and Financial Statement Schedules.	51

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PART I

Forward Looking Statements

This annual 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 projects;
	•	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 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 and Canada, we do not intend to update any of the forward-looking statements to have these statements conform to actual results.

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In this annual 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 annual 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., Lake Victoria Resources (T) Limited, Chrysos 197 Company Tanzania Ltd and Jin 197 Company Tanzania Ltd, unless otherwise indicated.

ITEM 1.

BUSINESS.

General

We are an exploration stage corporation focused on acquiring, exploring and developing gold deposits in Tanzania, East Africa. We hold 3 prospective gold projects, consisting of one mining license, 2 Prospecting Licenses (PLs) and 43 Primary Mining Licenses (PMLs) (Table 1), within our Tanzania property portfolio, covering approximately 32.71 square kilometers (8,083 acres).

During the course of the year from 1st April 2014 to 31st March 2015, we have relinquished 3 Gold Prospecting Licenses. Our main area of interest is acquiring, exploring and evaluating mineral properties through our ongoing exploration program. Following exploration, we intend to either advance them to a commercially feasible mining stage, enter joint ventures to further develop these properties, sell or dispose of them if the properties do not meet our requirements. Our properties are all early stage exploration properties. Within our mineral exploration land in Tanzania our focus is primarily on gold.

We have no revenues, we have incurred losses since inception and we have relied upon the sale of our securities to fund operations. To date, we have not discovered a NI43-101 compliant commercially viable ore body, mineral deposit or mineral reserve on any of our properties and we will be unable to do so until further exploration is done and a comprehensive evaluation concludes with an economic feasibility study or production is initiated However, we have received environmental (EIA) approval and a Mining License to commence gold mining on one of our gold projects mineralized target.

Assuming funding is available, we plan to develop and conduct small-scale gold mining on selected mineral properties within certain areas that are currently contained within our primary mining licenses and the Mining License that we have. The production decision or significant development on these projects will not be based on mineral reserves supported by an NI43-101 compliant technical report. We plan to secure Mining Licenses for each of these potential mining areas.

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 our properties or to finance and establish production on discovered mineralization.

We maintain our registered agent’s office at The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511 and our business and administrative office is located at Suite 810 – 675 West Hastings Street, Vancouver, British Columbia, V6B 1N2, Canada. Our telephone number is 604.248.5750.

Recent Corporate Developments

During the fiscal year ended on March 31st, 2015, we experienced the following significant corporate developments:

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

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Competitive Factors

The gold mining industry is fragmented, that is there are many gold prospectors and producers, small and large. We are a small exploration stage mining company and we do not have the financial, personnel or equipment resources that many competitors possess. Because of our lack of resources we may not be able to adequately withstand the competitive forces that exist in the mining industry generally and specifically with respect to gold mining.

Regulations

Mineral rights in the United Republic of Tanzania are governed by the Mining Act of 1998 and The Mining (Mineral Rights) Regulations, 2010 and control over minerals is vested in the Government of the United Republic of Tanzania. Prospecting for minerals may only be conducted under authority of a mineral right granted by the Ministry of Energy and Minerals under this Act.

The three types of mineral rights most often encountered, and those which are applicable to us include: prospecting licenses; retention licenses; and mining licenses. A prospecting license grants the holder thereof the exclusive right to prospect in the area covered by the license for all minerals, other than building stone and gemstones, for an initial period of four years. Thereafter, the license is renewable for two further periods of three and two years consecutively. On each renewal of a prospecting license, 50 percent of the area covered by the license must be relinquished. The maximum initial area for a prospecting license is 300 square kilometers. A company applying for a prospecting license must, inter alia, state the financial and technical resources available to it. A retention license can also be requested from the Minister, after the expiry of the 4-3-2-year prospecting license period, for reasons ranging from funds to technical considerations.

Mining is carried out through either a mining license or a special mining license or a primary mining license, all three of which confer on the holder thereof the exclusive right to conduct mining operations in or on the area covered by the license. A mining license is granted for a period of 10 years and is renewable for a further period of 10 years. A special mining license is granted for a period of 25 years and is renewable for the estimated life of the ore body or such period as the applicant may request whichever period is shorter. If the holder of a prospecting license has identified a mineral deposit within the prospecting area which is potentially of commercial significance, but it cannot be developed immediately by reason of technical constraints, adverse market conditions or other economic factors of a temporary character, the holder can apply for a retention license which will entitle the holder thereof to apply for a special mining license when the holder sees fit to proceed with mining operations.

A retention license is valid for a period of five years and is thereafter renewable for a single period of five years. A mineral right may be freely transferred by the holder thereof to another person, except in the case a mining license, which must have the approval of the Ministry to be assigned.

However, this approval requirement for the assignment of a mining license will not apply if the mining license is assigned to an affiliate company of the holder or to a financial institution or bank as security for any loan or guarantee in respect of mining operations.

The holder of a mineral right may enter into a development agreement with the Ministry to guarantee the fiscal stability of a long-term mining project and to make special provision for the payment of royalties, taxes, fees and other fiscal imposts.

We have complied with all applicable requirements and the relevant licenses have been issued.

Environmental Law

We are also subject to Tanzania laws dealing with environmental matters relating to the exploration and development of mining properties. While in the exploration stage, on any of our project areas, we are conscious of any environmental impact we may be having. However, our obligations are very limited, as our activities cause minimal environmental disturbances and are limited to mapping, sampling, trenching, geophysical surveying and drilling. Once project areas reach a point of being commercially feasible for mining then we will be required to conduct proper environmental impact studies based on feasibility reports and planned mining operations. We do protect the environment through any regulations affecting:

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	1.	Health and Safety
	2.	Archaeological Sites
	3.	Exploration Access

Subsidiaries

We have four wholly owned subsidiaries. Kilimanjaro Mining Company Inc., a US corporation, Lake Victoria Resources (T) Limited, Chrysos 197 Company Tanzania Ltd and Jin 179 Company Tanzania Ltd. which are Tanzanian corporations.

Employees

We have eight full-time employees. On April 26, 2011, we entered into employment and contract agreements with our officers and directors. Our president David Kalenuik and secretary Heidi Kalenuik agreed to handle our administrative duties. See “Item 11. Executive Compensation – Employment Agreements”, below.

To the extent possible we intend to use the services of subcontractors for manual labor and exploration work on our properties. Lake Victoria Resources (T) Limited, our wholly owned Tanzania subsidiary may hire subcontractors and employees to complete exploration work. A large skilled and unskilled workforce is readily available within Tanzania to satisfy any labor requirements we may have. Through contractors and skilled professional employees we do provide any necessary on the job training to accomplish our exploration objectives.

ITEM 1A.

RISK FACTORS.

Much of the information included in this annual 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 reserve 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 reserve in a commercially exploitable quantity, our business could fail.

Despite exploration work on our mineral properties, we have not established a mineral reserve on any of our properties as defined by NI43-101 regulations and by the Securities and Exchange Commission in its Industry Guide 7, nor can there be any assurance that we will be able to do so. If we do not, our business could fail.

A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide 7 (which can be viewed over the Internet at http://www.sec.gov/about/forms/industryguides.pdf) 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.

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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 reserves. Both mineral exploration and mineral developments 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 reserves unprofitable.

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

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

Our business activities are conducted in Tanzania.

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

We may not have clear title to our properties.

Acquisition of title to mineral properties is a very detailed and time-consuming process, and titles to our properties may be affected by prior unregistered agreements or transfers, or undetected defects. Several of our prospecting licenses are currently subject to renewal by the Ministry of Energy and Minerals of Tanzania. As a result, there is a risk that we may not have clear title to all our mineral property interests, or they may be subject to challenge or impugned in the future.

If we establish the existence of a mineral reserve 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 reserves 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 reserve 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.

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Mineral exploration, development and production involves 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 reserves and, if we discover a mineral reserve in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of minerals, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards nor do we expect to get such insurance for the foreseeable future. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all of our assets, resulting in the loss of your entire investment in our company.

Mineral prices are subject to dramatic and unpredictable fluctuations.

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

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

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

In identifying and acquiring mineral resource properties, we compete with many companies possessing greater financial resources and technical facilities. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral 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 stage of exploration of our mineral property, and thus have no way to evaluate the likelihood that we will be successful in establishing commercially exploitable reserves of gold, silver or other valuable minerals on our Tanzanian properties.

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

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

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

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

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

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

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

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

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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.

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

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

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

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of our development. We are engaged in the business of identifying, acquiring, exploring and developing commercial reserves of primarily gold. Our properties are in the exploration stage only although we have achieved environmental (EIA) approval and a Mining License to commence gold mining on the mineralized target in one of our gold projects. This project does not contain a compliant gold reserve as defined by Canadian NI43-101 regulations nor the Securities and Exchange Commission in its Industry Guide 7. We have not generated any revenues nor have we realized a profit from our operations to date. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of gold, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.

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

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

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.

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ITEM 1B.

UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2.

PROPERTIES.

Executive Offices

As of the date of this report, our executive offices are located at Suite 810, 675 West Hastings Street, Vancouver, British Columbia V6B 1N2, Canada.

Mineral Properties

Mineral Properties

Licenses

The following table is a complete list of gold mining and prospecting licenses that we own by project name, license number, the area of location, district of its location and the size in square kilometers. We own no prospecting property other than the following licenses listed on the chart. There are no known reserves on these properties and any proposed programs by us are exploratory in nature.

Table 1: Gold Projects and License List

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Prospective Projects and Properties

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

Map 1: Gold Project Location Map, March 2014

Prospective Gold Projects

The following is a brief overview of our 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 fiscal year ended March 31, 2015, no exploration was undertaken on any of the gold projects..

Musoma Bunda Murangi Gold Project
The Musoma Bunda Murangi Project is comprised of 1 Prospecting and 1 Mining License, covering 9.12 and 5.12 square kilometers respectively. In 2013, the original 39 PMLs, totaling 3.44 square kilometres located on the Kinyambwiga PL4653/2007 were amalgamated and incorporated back within the PL (5 July 2013). This was undertaken in order to facilitate the application for a Mining License (Map 2).

On August 2, 2013, The Company completed and filed an Environmental and Social Impact Assessment report for the Kinyambwiga mining project covering the amalgamated 39 PMLs with the National Environmental Management Council (NEMC) on August 2, 2013. The Environmental Certificate was approved by January 7^th 2014. This was shortly followed by the submission of the Mining application to the Ministry of Mines.

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No field exploration was undertaken during this reporting period on the Kinyambwiga (PL4653/2007). A trial test pit was dug by excavator at the proposed Kanunga Mine site on the Kinyambwiga Project in February 2013 to evaluate the upper saprolite horizon for geotechnical studies.

Exploration Strategy
The Kinyambwiga License has been reduced from the original 30.90 square kilometers to 13.47 square kilometers as part of the required Government relinquishment of 50 percent of the ground holdings on License renewal. Part of the License area comprised of 39 PML’s which have subsequently been amalgamated into a Mining License. The Prospecting License area now includes a Mining License, and covers a total area 14.24 square kilometres. The southern part of the License area, was largely covered by dark gray to black, clay rich soil and is underlain by granitic rocks with no known artisanal workings, was relinquished. The Company maintained the northern part of the License which is host to the Kanunga 1, 2 and 3 artisanal or small scale mine sites. The relinquished area is currently under application on account of a soil anomaly in the NE corner of the License.

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

Map 2: Plan showing the outline of the 39 amalgamated PMLs (purple outline) which have subsequently been included within the Mining License (ML 520/2014 in red) that lie within the Kinyambwiga License PL4653/2007.

The Kanunga 1 Prospect has been earmarked for commercial small scale mining operations that are expected to proceed once necessary funding has been obtained. The ESIA report, completed by TANSHEQ a local Tanzanian consulting firm specializing in Environmental Management, was approved by the National Environmental Management Council (NEMC) on the 23^rd December 2013 and the Environmental Certificate was issued to Lake Victoria Resources (T) Ltd on the 7 January 2014. An application for the Mining License, covering the amalgamated 39 PMLs, together with the required Environmental Certificate, was submitted to the Ministry of Energy and Minerals early in 2014. A slight revision of the proposed Mining License was requested by the Ministry of Mines in order to reduce the amount of corner beacons presented by the current PML layout and which has subsequently increased the surface area to 5.12 square kilometres (Map 2). The Mining License ML520/2014 was offered by the Ministry of Energy and Minerals of Tanzania (MEM) on April 1, 2014 and officially received on June 2, 2014.

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

Mine Planning

The Kanunga 1 Prospect consists of a small, conceptual gold target that is based on 40 meter spaced reverse circulation drill sections and trenches and may contain gold bearing mineralized material of between 600,000 and 1,000,000 tonnes. The estimated gold grades are between 1.50 and 2.00 g/t. The mineralized area which lies in three vein structures at Kanunga 1, is within the first 150 and 200 meters of surface. Continuity of the narrow quartz veins appears to extend along a strike length for about 500 meters.

The potential quantity and grade of these targets are conceptual in nature. There has been insufficient exploration to define a mineral resource and that it is uncertain if further exploration will result in the target being delineated as a mineral resource. The conceptual target has been determined on the results of trenching, mapping, geophysics and both RC and RAB drilling.

It is currently proposed to mine the mineralization by open pit mining methods using an excavator and trucks to transport the ore to an onsite processing plant. A vertical test pit to a depth of 8 meters was excavated in granitic saprolite (host rock) at site using a Caterpillar 320 excavator in a relatively short time of 3 hours. The results of the test pit proved good retaining rock wall strength, ease of excavation and the lack of ground water.

The proposed site plan showing location of pit, waste dumps and processing plant is shown in Map 3.

Map 3: Site plan map showing the proposed position of the rock waste dump, tailings dam and the mine open pit. Also shown is a 100 meter and a 200 meter buffer zone around the mine open pit which represents an area of non-inhabitation and limited farming activities, which are required by the Mining Act of Tanzania.

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Based on the results of the test pit, a pit slope of 55-60 degrees was re-modeled for the open pit, using 10 meter and 7 meter benches (Map 4 & Map 5). At this time, the deepest bench in the 40m deep pit would be steeper depending upon the reach of the equipment and rock strength of the pit walls.

The rock dump and tailings dam have been re-designed (Map 6 & 7) to accommodate approximately 1.5M tons and 260,000 tons respectively; this is the estimated amount of rock to be mined to a depth of 40 meters.

Map 4: Plan view of the open pit on the Kanunga 1 showing the access ramp and benches

Map 5: Longitudinal and cross sections of the Kanunga 1 Pit

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Map 6: Plan and profile section of the rock waste dump

Map 7: Plan and profile section of the tailings dam

The Mining and Mill plan is designed for processing 300 tonnes per day (Chart 1).

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Chart 1: Flow sheet diagram showing the conceptual processing plant

Mining License

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

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

Future work

With the Mining and Processing application approval and a Mining License being awarded by the Ministry Energy and Minerals, the Company will be in a position to proceed with the proposed mine plan once the necessary funding has been obtained. Future exploration on the mining license will be primarily focused at Kunanga 1, 2 and 3 with the focus on defining additional gold resources to feed the gold processing plant (Map 8).

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Map 8: Exploration strategy proposed on the Mining License

A prospective exploration area lies to the east of the Kanunga 1 Prospect and is referred to as the Kanunga School Anomaly. With the Mining License approval, the Company will be in the position to make application for the area in order to do follow-up investigations at this gold anomaly.

An anomalous stone layer, as encountered from previous RAB (rotary air blast) drilling during 2009 as well as the soil anomaly over the school zone, 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 are present (Map 9). Since this area was previously relinquished as part of the government’s requirement to reduce the PL area by 50 percent, an application to renew the area of “shed-off” was filed with the Ministry of Mines.

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Map 9: Kanunga 1 East and School soil anomalies

The  influx of +500 artisanal miners at the Kanunga 3 Prospect, situated approximately 1 kilometer to the north of Kanunga 1 (Map 10), was short lived. After processing some of the surface quartz gravels, the miners migrated elsewhere and off the license. The prospect consists of abundant quartz float covering an area of 200 meters x 200 meters which has been the site for periodic artisanal activity over the years. Trenching and reverse circulation drilling intersected a number of narrow discontinuous quartz veins (Map 11).

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Map 10: Map showing positions of Kunanga 1, 2 and 3 prospects as well as the Kunanga School gold-in-soil anomaly in the eastern part of the Kinyambwiga licenses.

Map 11: Kanunga 3 prospect showing results of trenching and drilling undertaken across the area.

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Singida Gold Project

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

Future exploration

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

Although the Company completed a Technical report in compliance with Canadian National Instrument 43-101 prior to the September 2010 revised 43-101 code, the report was not submitted. Plans call for the report to be prepared under the revised 43-101 guidelines.

Buhemba Gold Projects

The Buhemba Gold projects initially comprised of the Kiabakari East (PL7142/2007) and the recently acquired Maji Moto (HQ-P23869) licenses. However, The Maji Moto license was revoked by theTanzanian Ministry of Mines during the year due to Company’s financial constraiints in fulfilling license payments.

No exploration work has been undertaken on the Kiabakari License since 31^st March 2013,

Kiabakari East (PL7142/2011)

The Kiabakari East Project is located approximately 55 kilometers southeast of Musoma town, in the Mara Region. The License PL7142/2011 covers 14.94 square kilometers and lies within the central part of the Musoma-Mara Greenstone Belt. The license was granted to Lake Victoria Resources by the Ministry of Mines in April 2011.

Future exploration

Metallurgical test work is to be undertaken on the oxide rock material taken from artisanal workings and from surface trenches as part of the scoping study. This tese work will help determine the viability of commencing an open pit/underground small scale mining operation at BIF Hill (Map 12). Due to the moderate to steep easterly plunge of the gold zone, a follow-up reverse circulation drill program has limited potential other than to evaluate a near surface resource and will be unable to test east plunging down-dip extensions of the gold ore shoot. A substantial diamond drill program will be required to evaluate the easterly down plunging gold mineralization.
In order to obtain short term revenue for the project, a small scale open pit mining operation could be possible once an RC drill program has defined a near surface gold resource. Alternatively, in order to get a better understanding of the geology and gold mineralization, the Company could consider developing a north trending underground adit from the southern side at the base of the hill.

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Figure 12: Location map of the Kibabakri East License showing the position of BIF Hill (insert) and the current status of exploration.

Uyowa Gold Project

The Uyowa Gold project, located 120 kilometers northwest of Tabora town, previously consisted of seven (7) Prospecting Licenses (PLs) that initially covered a total area of 729.73 square kilometers in the west-central area of Tanzania. Due to increased Ministerial costs of annual renewals coupled with the Company’s objective to focus its exploration efforts on potentially more viable ground holding, the number of licenses was reduced to one PL amounting to 29.17 square kilometers which was relingusihed during the last fiscal year(Map 13).

Four PMLs on PL5153/2008 were optioned to the Company but have subsequently been returned to their respective owners. No exploration work was undertaken on the License during the year. All licenses under Uyowa gold project were relinquished.

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Map 13: Current license holding of the Uyowa Poject

Handeni Gold Project

The Handeni Project, comprising of the Mkulima East Prospect PL7148/2011 and covering a total area of 12.03 square kilometers, is located approximately 240 kilometers by road north-west of Dar es Salaam and some 30 kilometers south of Handeni town within the Handeni District (Map 14).

The license PL7148/2011 was relinquished in April 2015.

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Map 14: Location map of the Handeni Project showing PL7148/2011 in Red.

Exploration

No exploration has been undertaken on the Handeni Project since 2013.

Previous exploration involving stream sediment sampling and soil sampling programs outlined four, northwest trending low threshold gold-in-soil anomalies. These gold anomalies have an overall strike length of 1.5 kilometers, and lie on both sides of the NNW trending Mkulima Hill (Map 15).

Map 15: Soil sampling across Mukulima Hill outlining potential soil anomalies

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ITEM 3.

LEGAL PROCEEDINGS.

On May 8, 2015, we served with notice of legal claim of a civil case in Tanzania by the Board of Trustees of National Social Security Fund in the amount of $18,463 (34,835,560 Tanzanian Schillings) plus 5% interest for statutory contributions. We are currently in negotiations regarding settlement of the claim. The amount claimed is included in the amounts accrued for contributions payable.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not Applicable.

PART II

ITEM 5.

MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market for Securities

Our Company’s common stock is traded on the FINRA OTC Pink Sheets under the symbol “LVCA”. Set forth below are the range of high and low bid quotations for the periods indicated as reported by the FINRA. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

Our transfer agent is Pacific Stock Transfer Company, of 4045 South Spencer Street, Suite 403, Las Vegas, NV 89119; telephone number: 702.361.3033; facsimile: 702.433.1979.

Holders of our Common Stock

As of June 29, 2015, there are approximately 213 registered stockholders holding 152,329,067 shares of our issued and outstanding common stock.

Dividend Policy

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

	1.	We would not be able to pay our debts as they become due in the usual course of business; or
	2.	Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

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Recent Sales of Unregistered Securities

On March 20, 2015, we completed a private placement of 2,375,000 units at $0.04 per unit for total consideration of $95,000. We issued these shares to five subscribers who represented that the subscriber was an accredited investor pursuant to Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act of 1933.

On February 23, 2015, we completed a private placement of 10,000,000 units at $0.015 per unit for total consideration of $150,000. We issued an aggregate of 3,000,000 units to one subscriber who represented that the subscriber 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(a)(2) of the Securities Act of 1933 and an additional 9,000,000 units to one 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(a)(2) of the Securities Act of 1933.

On February 23, 2015, we signed debt settlement and subscription agreement with a consultant to settle a consulting fee of $55,000 for business consulting services provided. On February 23, 2015, the Company issued 1,000,000 restricted shares of common stock at a fair value of $0.055 per share to settle the outstanding balance. The shares were valued at $55,000 representing their fair value on the date of the agreement. We issued these shares to the subscriber who represented that the subscriber was an accredited investor pursuant to Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act of 1933.

On December 19, 2014, we completed a private placement of 24,400,000 units at $0.025 per unit for gross consideration of $610,000. The shares are accompanied by a gold bonus distribution of a total of 244 ounces of 0.999 percent gold during the first 480 days of commercial gold production. The gold bonus distribution plan contains a feature where the Company retains the option to convert the gold bonus into common shares of the Company at a rate of $0.025 per share based on the spot price per ounce of gold on the payment date. We issued an aggregate of 9,000,000 units to 3 subscribers that each represented that he, she or 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(a)(2) of the Securities Act of 1933 and an additional 15,400,000 units to 10 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(a)(2) of the Securities Act of 1933.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fiscal year ended March 31, 2015.

ITEM 6.

SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7.

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

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report.

Our audited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Plan of Operation

As of March 31, 2015, we had working deficit of approximately $1,683,000. We plan to spend approximately $400,000 for our property acquisitions and $2,000,000 for development and production of small scale mining in Kinyambwiga project and exploration activities on other projects. We will need to raise additional funds to finance the activities on our projects. There is no assurance that such financing will be available at this time.

In September 2012, the Company offered a total of up to 120 royalty units to raise a gross amount of $3,000,000 for a small scale mining operation on the Kinyambwiga property. Each unit will entitle investors to receive ½ of 1 percent (1%) of the net proceeds of production from the small scale mining operation at Kinyambwiga. Up to 60% of the net proceeds of gold production are offered to investors. As of March 31, 2015 the Company received subscription payments of $1,125,000 for 45 units.

During the years ended March 31, 2015 and 2014, the Company entered into forward gold sales agreements to sell a total of 112.37 oz of gold from the future gold production from the Kinyambwiga project. Under these agreements, the Company committed to deliver the specified quantities of gold with delivery dates ranging from December 2014 through November 2015.

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The forward gold sales agreements for 31.94 oz of gold with delivery dates ranging from December 2014 through April 2015 have a clause in the agreements whereby the Company’s failure to meet the minimum monthly production and monthly gold distribution schedules specified in the agreements results in a penalty premium equal to the US Bond Interest Rate per annum of the remaining balance of the distributable gold. As at March 31, 2015, the Company accrued $Nil in penalty premium payable under these agreements as the amount of penalties payable was minimal. The remaining forward gold sales agreements entered into subsequent to March 31, 2014 and accounting for 80.43 oz do not have the clauses of the interest penalty and the mandatory conversion into common shares of the Company.

In addition, if the minimum production and gold distribution schedules are not met for 6 months out of 9 consecutive months, the Company is required to convert the remaining gold deliverable to common shares based on the 30-day weighted average market price of the Company’s stock. As at June 29, 2015, the Company was not yet required to convert any gold deliverables into common shares.

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

Cash Requirements during the Next Twelve Months

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

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

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

RESULTS OF OPERATIONS

The following summary of our results of operations should be read in conjunction with our audited financial statements for the financial years ended March 31, 2015 and 2014 which are included herein.

Our operating results for the years ended March 31, 2015 and 2014 are summarized as follows:

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Revenue

We had no operating revenues for the fiscal years ended March 31, 2015 and 2014. We do not anticipate earning any revenue from our operations until such time as we have entered into commercial production at one or more of our mineral projects or we sell one or more of our mineral properties. We are currently in the exploration stage of our business and we can provide no assurance that we will discover a reserve on our properties or, if we do discover a reserve that we will be able to enter into commercial production.

Operating Costs and Expenses

The major components of our expenses for the years ended March 31, 2015 and 2014 are outlined in the table below:

The decrease of $61,788 in our general and administrative expenses for the year ended March 31, 2015 as compared to the same period in fiscal 2014 was primarily due to decreases in mineral claim holding costs and decreased insurance and communication expenses all of which offset government increased filing fees.

Exploration costs were decreased by $67,806 to $122,592 during the current period mainly because of a decrease in licenses holding costs and in our geologist’s salary.

Professional fees for the twelve months ended March 31, 2015 increased to $141,847 compared to $102,962 for the same period of 2014. A main factor is the increased business consulting services during the last fiscal year.

In 2011, we paid $251,250 to acquire mineral property interests at the Handeni Project. As of March 31, 2015, we assessed our mineral properties and recognized an impairment loss on acquisition costs of $251,250 compared to impairment loss of $90,000 recognized in 2014.

Liquidity and Capital Resources

Working Capital

								Percentage
		As at			As at			Increase /
		March 31, 2015			March 31, 2014			(Decrease)
Current Assets	$	161,878		$	48,620			233%
Current Liabilities	$	1,844,582		$	1,788,436			3%
Working Capital (Deficiency)	$	(1,682,704	)	$	(1,739,816	)		(3%	)

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Cash Flows

								Percentage
		Year Ended			Year Ended			Increase /
		March 31, 2015			March 31, 2014			(Decrease)
Cash used by Operating Activities	$	(586,432	)	$	(326,680	)		79%
Cash provided (used) by Investing Activities	$	(-)		$	(1,709	)		100%
Cash provided by Financing Activities	$	702,940		$	154,687			354%
Net Increase (Decrease) in Cash	$	116,508		$	(173,702	)		167%

We had a cash balance of $150,530 and working deficit of 1,682,704 as of March 31, 2015 compared to cash of $34,022 and working deficit of $1,739,816 as of March 31, 2014. We anticipate that we will incur approximately $3,000,000 for operating expenses, including professional, legal and accounting expenses associated with our reporting requirements under the Exchange Act during the next twelve months.

On March 20, 2015, the Company completed a private placement of 2,375,000 units at $0.04 per unit for total consideration of $95,000.

On February 23, 2015, the Company completed a private placement of 10,000,000 units at $0.015 per unit for total consideration of $150,000.

On February 12, 2015, the Company signed debt settlement and subscription agreement with a consultant to settle a consulting fee of $55,000 for business consulting services provided. On February 23, 2015, the Company issued 1,000,000 restricted shares of common stock at a fair value of $0.055 per share to settle the outstanding balance. The shares were valued at $55,000 representing their fair value on the date of the agreement.

On December 19, 2014, the Company completed a private placement of 24,400,000 units at $0.025 per unit for gross consideration of $610,000. The shares are accompanied by a gold bonus distribution of a total of 244 ounces of 0.999 percent gold during the first 480 days of commercial gold production. The gold bonus distribution plan contains a feature where the Company retains the option to convert the gold bonus into common shares of the Company at a rate of $0.025 per share based on the spot price per ounce of gold on the payment date. At March 31, 2015, the fair value of the gold bonus was estimated to be $Nil.

Going Concern

The audited financial statements accompanying our annual report on Form 10-K for the year ended March 31, 2015 have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of March 31, 2015, we had cash of $150,530 and we estimate that we will require approximately $500,000 for general and administration costs and professional fees, and $400,000 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 we do not have sufficient funds for planned mineral property acquisition and exploration activities. 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 a cash balance of $150,530 and working deficit of $1,682,704 as of March 31, 2015 compared to cash of $34,022 and working capital of $1,739,816 as of March 31, 2014 and we estimate that we will require approximately $3,700,000 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. 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.

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32

Outstanding shares and options

On December 7, 2010, our shareholders approved a resolution to amend the articles of incorporation to increase the number of authorized shares of our common stock from 100,000,000 shares to 250,000,000 shares. As of March 31, 2015, we have 152,329,067 shares of common stock outstanding and 10,000,000 stock options outstanding.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

The following are the accounting policies that we consider to be critical accounting policies. Critical accounting policies are those that are both important to the portrayal of our financial condition and results and those that require the most difficult, subjective, or complex judgments, often as results of the need to make estimates about the effect of matters that are subject to a degree of uncertainty.

Business Combinations

We follow the guidance in ASC 805, Business Combinations, and ASC 810, Consolidation. The non-controlling interest recognized at March 31, 2010 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. We, after August 7, 2009, have had no further non-controlling interests.

As of March 31, 2015, a cumulative loss of $8,719,455 had been attributed to the non-controlling interest of the Company’s controlled subsidiary.

Basic and Diluted Net Income (Loss) Per Share

We compute 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 March 31, 2015, we had 10,000,000 potentially dilutive securities outstanding.

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 March 31, 2015 and 2014, the Company has approximately $1,400 and $1,900, 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 March 31, 2015 and 2014, the Company has approximately $131,000 and $26,000, respectively, deposited in banks in Canada. CDIC deposit insurance covers the balance of each depositor’s account up to $100,000 per insured bank. These deposits include $5,457 (CAD$6,900) and $6,237 (CAD$ 6,900), respectively, of guaranteed investment certificates bearing variable interest at prime rate less 1.90% which is restricted in use for corporation credit cards.

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33

As of March 31, 2015, the Company has Tanzania shillings of 7,000,000 (approximately $3,700) and $13,700 deposited in Tanzania. The Deposit Insurance Board in Tanzania insures up to 1,500,000 Tanzanian Shillings (approximately $800 as of March 31, 2015) per customer per bank. Any amount beyond the basic insurance amount may expose the Company to loss.

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 360-36-10-35-20, 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 $250,150 and $501,400 as at March 31, 2015 and 2014, respectively. The Company has recognized impairment charges of $251,250 and $90,000 for the years ended at March 31, 2015 and 2014, respectively, which were determined not be recoverable and therefore, were written down to their estimated fair values of $Nil.

Long-Lived Assets

In accordance with ASC 360, Property Plant and Equipment we 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.

Asset Retirement Obligations

We account for asset retirement obligations in accordance with the provisions of ASC 440, Asset Retirement and Environmental Obligations which requires we 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. We did not have any asset retirement obligations as of March 31, 2015 and 2014.

Foreign Currency Translation

Our 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 Translation 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.

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34

To the extent that we incur transactions that are not denominated in our functional currency, they are undertaken in Canadian dollars and in Tanzanian Schillings. A portion of business transactions in Tanzania and mineral option purchase agreements are denominated in Tanzanian Schillings. We have not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Segment Information

At March 31, 2015, approximately $18,000 of property and equipment (2014 - $44,000) is located in Tanzania and $4,000 (2014 - $8,000) in Canada. Mineral properties totaling $250,150 (2014 - $501,400) 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.

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As of March 31, 2015 and 2014, we have had no items that represent an other comprehensive loss, and therefore have not included a schedule of comprehensive loss in the consolidated financial statements.

Income Taxes

We account 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 carry forwards. 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. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Stock-Based Compensation

We record 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. We use the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by our stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. 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.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements.

In July 2013, ASC guidance was issued related to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The updated guidance requires an entity to net its unrecognized tax benefits against the deferred tax assets for all same jurisdiction net operating loss carryforward, a similar tax loss, or tax credit carryforwards. A gross presentation will be required only if such carryforwards are not available or would not be used by the entity to settle any additional income taxes resulting from disallowance of the uncertain tax position. The update is effective prospectively for the Company’s fiscal year beginning April 1, 2014. The adoption of the pronouncement did not have a material effect on the Company’s consolidated financial statements.

In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830) to clarify the treatment of cumulative translation adjustments when a parent sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity. The updated guidance also resolves the diversity in practice for the treatment of business combinations achieved in stages in a foreign entity. The update is effective prospectively for the Company’s fiscal year beginning April 1, 2014. The adoption of the pronouncement did not have a material effect on the Company’s consolidated financial statements.

In April 2014, the FASB issued ASU No. 2014-08, Discontinued Operations (Topic 205 and 360) which changed the criteria for determining which disposals can be presented as discontinued operations and modified related disclosure requirements. The updated guidance requires an entity to only classify discontinued operations due to a major strategic shift or a major effect on an entity’s operations in the financial statements. The updated guidance will also require additional disclosures relating to discontinued operations. The Company early adopted this guidance prospectively at the beginning of fiscal year April 1, 2014. The adoption of the pronouncement did not have a material effect on the Company’s consolidated financial statements.

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35

In June 2014, ASU guidance was issued to resolve the diversity of practice relating to the accounting for stock based performance awards for which the performance target could be achieved after the employee completes the required service period. The update is effective prospectively or retrospectively for annual reporting periods beginning December 15, 2015. The adoption of the pronouncement is not expected to have a material effect on the Company’s consolidated financial statements.

In May 2014, ASU guidance was issued related to revenue from contracts with customers. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. The ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods and is to be retrospectively applied. Early adoption is not permitted. Accordingly, the adoption of this ASU is not expected to have any impact on the Company’s consolidated financial statements.

In June 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. This ASU does the following among other things: a) eliminates the requirement to present inception-to-date information on the statements of income, cash flows, and shareholders’ equity, b) eliminates the need to label the financial statements as those of a development stage entity, c) eliminates the need to disclose a description of the development stage activities in which the entity is engaged, and d) amends FASB ASC 275, Risks and Uncertainties, to clarify that information on risks and uncertainties for entities that have not commenced planned principal operations is required. The amendments in ASU No. 2014-10 related to the elimination of Topic 915 disclosures and the additional disclosure for Topic 275 are effective for public companies for annual and interim reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company early adopted this ASU as of April 1, 2014.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40). Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosure. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company is evaluating the impact the revised guidance will have on its consolidated financial statements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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Lake Victoria Mining Company, Inc.

March 31, 2015

	Index
Report of Independent Registered Public Accounting Firm	F–2
Consolidated Balance Sheets	F–3
Consolidated Statements of Comprehensive Loss	F–4
Consolidated Statements of Cash Flows	F–5
Consolidated Statements of Stockholders' Deficit	F–6
Notes to the Consolidated Financial Statements	F–10

F-1

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Lake Victoria Mining Company, Inc.

We have audited the accompanying consolidated balance sheets of Lake Victoria Mining Company, Inc. as of March 31, 2015 and 2014, and the related consolidated statements of comprehensive loss, cash flows and stockholders’ deficit for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Lake Victoria Mining Company, Inc. as of March 31, 2015 and 2014, and the results of its operations, cash flows and stockholders’ deficit for the years then ended in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a working capital deficit, has accumulated losses since inception and has no revenue. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Manning Elliott LLP

CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, Canada
June 29, 2015

F-2

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

		March 31,			March 31,
		2015			2014
		$			$
ASSETS
Current Assets
Cash and cash equivalents		150,530			34,022
Prepaid expenses and other		11,348			14,598
Total Current Assets		161,878			48,620
Property and Equipment (Note 4)		22,262			52,499
Mineral Properties (Note 8)		250,150			501,400
Total Assets		434,290			602,519
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable		890,014			1,038,461
Accounts payable to related party (Note 3)		504,228			329,402
Accrued expenses and other payables (Note 5)		317,616			233,183
Deferred revenue (Note 6)		–			31,383
Forward gold sale liability (Note 6)		128,777			–
Note payable (Note 7)		3,947			6,007
Loans payable (Note 9)		–			150,000
Total Liabilities		1,844,582			1,788,436
Stockholders’ Deficit
Preferred Stock, 100,000,000 shares authorized, $0.00001 par value;
No shares issued and outstanding (Note 9)		–			–
Common Stock, 250,000,000 shares authorized, $0.00001 par value;
152,329,067 shares issued and outstanding (2014 – 114,554,067)(Note 9)		1,524			1,146
Additional Paid-in Capital		18,793,273			17,528,554
Deficit		(20,205,089	)		(18,715,617	)
Total Stockholders’ Deficit		(1,410,292	)		(1,185,917	)
Total Liabilities and Stockholders’ Deficit		434,290			602,519

Nature of Operations and Going Concern (Note 1)
Commitments (Note 8 and 13)
Subsequent Event (Note 14)

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

F-3

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

		For the			For the
		Year Ended			Year Ended
		March 31,			March 31,
		2015			2014
		$			$
Revenue		–			–
Expenses
Depreciation		30,236			38,399
Exploration costs (Note 8)		122,592			190,398
General and administrative		159,788			221,576
Impairment of mineral property acquisition costs (Note 8)		251,250			90,000
Director fees (Note 3)		36,000			36,000
Professional and consulting fees		141,847			102,962
Salaries (Note 3)		443,820			464,393
Stock-based compensation (Note 10)		355,097			–
Travel and accommodation		14,389			25,458
Total Expenses		1,555,019			1,169,186
Loss Before Other Items		(1,555,019	)		(1,169,186	)
Other Income (Expenses)
Fair value adjustment to forward gold sale liability (Note 6)		(25,508	)		–
Foreign exchange gain		92,631			25,246
Interest income		68			62
Interest expense		(1,644	)		(840	)
Proceeds from sale of royalty interests (Note 8 (a))		–			200,000
Total Other Income (Expenses)		65,547			224,468
Net Loss and Comprehensive Loss		(1,489,472	)		(944,718	)
Net Loss and Comprehensive Loss Attributable to Non-Controlling Interest		–			–
Net Loss and Comprehensive Loss Attributable to the Company		(1,489,472	)		(944,718	)
Net Loss Per Share – Basic and Diluted		(0.01	)		(0.01	)
Weighted Average Shares Outstanding		122,529,204			114,554,067

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

F-4

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

		For the			For the
		Year Ended			Year Ended
		March 31,			March 31,
		2015			2014
		$			$
Operating Activities
Net Loss		(1,489,472	)		(944,718	)
Adjustments for non-cash expenses:
Depreciation		30,236			38,399
Fair value adjustment to forward gold sales liability		25,508
Impairment of mineral property acquisition costs		251,250			90,000
Stock-based compensation		355,097			–
Changes in operating assets and liabilities:
Decrease (Increase) in prepaid expenses and other		3,250			37,049
Increase (Decrease) in amounts due to/from related parties		174,826			185,028
Increase (Decrease) in accounts payable		(93,446	)		415,270
Increase (Decrease) in accrued expenses and other payables		84,433			(179,091	)
Increase (Decrease) in deferred revenue		–			31,383
Increase (Decrease) in forward gold sales liability		71,886			–
Net Cash Used In Operating Activities		(586,432	)		(326,680	)
Investing Activities
Acquisition of property and equipment		–			(1,709	)
Net Cash Used In Investing Activities		–			(1,709	)
Financing Activities
Proceeds from note payable		20,147			15,085
Repayment of note payable		(22,207	)		(10,398	)
Proceeds from issuance of stock, net		705,000			–
Proceeds from loans payable		–			150,000
Net Cash Provided By Financing Activities		702,940			154,687
Net Increase (Decrease) In Cash and Cash Equivalents		116,508			(173,702	)
Cash and Cash Equivalents at Beginning of Year		34,022			207,724
Cash and Cash Equivalents at End of Year		150,530			34,022

Supplemental Cash Flow Information (Note 12)

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

F-5

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Lake Victoria Mining Company, Inc.
Consolidated Statements of Stockholders’ Deficit
(Expressed in US dollars)

		Common Stock						Additional						Stockholders’
		Shares			Amount			Paid-in Capital			Deficit			Deficit
					$			$			$			$
Balance, at March 31, 2013		114,554,067			1,146			17,528,554			(17,770,899	)		(241,199	)
Net loss for the year		–			–			–			(944,718	)		(944,718	)
Balance, March 31, 2014		114,554,067			1,146			17,528,554			(18,715,617	)		(1,185,917	)
Common stock and warrants issued in December 2014 for cash at
$0.025 per share		24,400,000			244			609,756			–			610,000
Common stock issued in February 2015 for loans payable at $0.015
per share		10,000,000			100			149,900			–			150,000
Common stock issued in March 2015 for cash at $0.04 per share		2,375,000			24			94,976			–			95,000
Common stock issued for debt settlement in February 2015 at $0.055
per share		1,000,000			10			54,990			–			55,000
Stock options granted to directors, officers and consultants		–			–			355,097			–			355,097
Net loss for the year		–			–			–			(1,489,472	)		(1,489,472	)
Balance, at March 31, 2015		152,329,067			1,524			18,793,273			(20,205,089	)		(1,410,292	)

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

F-6

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
Years Ended March 31, 2015 and 2014
(Expressed in US dollars)

1.	Nature of Operations and Going Concern
	Lake Victoria Mining Company, Inc. (the “Company”) was incorporated on December 11, 2006 under the laws of the State of Nevada. The Company’s administrative office is located in Vancouver, Canada.
	The Company’s principal business activity is the acquisition of, and the exploration for valuable minerals. The Company primarily conducts exploration activities for gold on properties located in Tanzania, East Africa. Assuming funding is available, the Company plans to identify, build and run one or more small-scale gold mines on mineral properties within the Company’s Tanzanian mining licenses. The Company has been in the exploration stage since inception and has not yet realized any revenues from its planned operations.
	As of March 31, 2015, none of the Company’s mineral property interests had proven or probable reserves as determined under the requirements of SEC Industry Guide No. 7. The ability of the Company to emerge from the exploration stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional debt or equity financing and/or attain profitable mining operations. As shown in the accompanying financial statements, the Company has a working capital deficit of $1,682,704 and an accumulated deficit of $20,205,089 as at March 31, 2015. The Company also has no revenues. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to seek additional capital from new equity securities offerings to provide funds needed to continue the exploration for gold. No assurance can be given that additional financing will be available, or that it can be obtained on terms acceptable to the Company and its 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.
	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 valuation of long-lived assets, mineral property costs, asset retirement obligations, forward gold sale liability, stock-based compensation, and deferred income tax assets. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
	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 March 31, 2015 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 March 31, 2015, a cumulative loss of $8,719,455 had been attributed to the non-controlling interest of the Company’s subsidiary.

F-7

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
March 31, 2015
(Expressed in US dollars)

2.	Summary of Significant Accounting Policies (continued)

	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 March 31, 2015, the Company had 10,000,000 potentially dilutive securities outstanding.
	e)	Cash and Cash Equivalents
		The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance or may be redeemed without significant penalties to be cash equivalents.
		As of March 31, 2015 and 2014, the Company has approximately $1,400 and $1,900, 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 March 31, 2015 and 2014, the Company has approximately $131,000 and $26,000, respectively, deposited in banks in Canada. CDIC deposit insurance covers the balance of each depositor’s account up to $100,000 per insured bank. These deposits include $5,457 (CAD$6,900) and $6,237 (CAD$6,900), respectively, of guaranteed investment certificates bearing variable interest at prime rate less 1.90% which is restricted in use for corporation credit cards.
		As of March 31, 2015, the Company has Tanzania shillings of 7,000,000 (approximately $3,700) and $13,700 deposited in Tanzania. The Deposit Insurance Board in Tanzania insures up to 1,500,000 Tanzanian Shillings (approximately $800 as of March 31, 2015) 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 ASC 805- 20-55-37, whether Mineral Rights are Tangible or Intangible Assets. The carrying costs are assessed for impairment under ASC 360-10-35-21, Accounting for Impairment or Disposal of Long-Lived Assets, whenever events or changes in circumstances indicate that the carrying costs may not be recoverable. The Company expenses as incurred all property maintenance and exploration costs.
		The Company also evaluates the carrying value of acquired mineral property rights in accordance with ASC 930-360-35-1, Mining Assets: Impairment and Business Combinations, using the Value Beyond Proven and Probable (VBPP) method. The fair value of a mining asset generally includes both VBPP and an estimate of the future market price of the minerals.
		When the Company has capitalized mineral property development costs, these properties will be assessed for impairment whenever events or changes in circumstances indicate that the carrying costs may not be recoverable. Once a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method. The Company records its interests in mining properties and areas of geological interest at cost.

F-8

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
March 31, 2015
(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 March 31, 2015.
	j)	Financial Instruments
		ASC 825, Financial Instruments requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:
		Level 1
		Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
		Level 2
		Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
		Level 3
		Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
		The Company’s financial instruments consist principally of cash and cash equivalents, accounts payable, accounts payable to related party, other payables, note payable, loans payable and forward gold sale liability.
		Pursuant to ASC 825, the fair value of cash and cash equivalents are determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets.
		The Company has classified its forward gold sales liability as a derivative liability. The fair value of the derivative liability is determined based on “Level 2” inputs. The initial forward sale of gold is recorded at the fair value of consideration received. The forward gold sale liability is revalued to fair value at each subsequent reporting period end based on quoted gold prices at re-valuation dates with any increase or decrease in the fair value of the liability being recognized through comprehensive income or loss.
		The Company believes that the recorded values of accounts payable, accounts payable to related party, other payables, note payable and loans payable approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

F-9

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
March 31, 2015
(Expressed in US dollars)

2.	Summary of Significant Accounting Policies (continued)

j)

Financial Instruments (continued)

Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as of March 31, 2015 as follows:

Fair Value Measurements Using

Quoted Prices in

Significant

Active Markets

Other

Significant

For Identical

Observable

Unobservable

Balance

Instruments

Inputs

Inputs

March 31,

(Level 1)

(Level 2)

(Level 3)

2015

$

$

$

$

Assets:

Cash and cash equivalents

150,530

–

–

150,530

Liabilities:

Forward gold sales liability

–

128,777

–

128,777

	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 Schillings. A portion of business transactions in Tanzania and mineral option purchase agreements are denominated in Tanzanian Schillings. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
	l)	Segment Information
		At March 31, 2015, approximately $18,000 of property and equipment (2014 - $44,000) is located in Tanzania and $4,000 (2014 - $8,000) in Canada. Mineral properties totaling $250,150 (2014 - $501,400) are located in Tanzania. Although Tanzania is considered economically stable, it is always possible that unanticipated events in foreign countries could disrupt the Company’s operations.
	m)	Comprehensive Loss
		ASC 220, Comprehensive Income, establishes standards for the reporting and display of other comprehensive loss and its components in the consolidated financial statements. As at March 31, 2015 and 2014, the Company had no items that represent other comprehensive loss, and therefore has not included a schedule of comprehensive loss in the consolidated financial statements.
	n)	Income Taxes
		The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

F-10

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
March 31, 2015
(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 implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements.
		In July 2013, ASC guidance was issued related to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The updated guidance requires an entity to net its unrecognized tax benefits against the deferred tax assets for all same jurisdiction net operating loss carryforward, a similar tax loss, or tax credit carryforwards. A gross presentation will be required only if such carryforwards are not available or would not be used by the entity to settle any additional income taxes resulting from disallowance of the uncertain tax position. The update is effective prospectively for the Company’s fiscal year beginning April 1, 2014. The adoption of the pronouncement did not have a material effect on the Company’s consolidated financial statements.
		In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830) to clarify the treatment of cumulative translation adjustments when a parent sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity. The updated guidance also resolves the diversity in practice for the treatment of business combinations achieved in stages in a foreign entity. The update is effective prospectively for the Company’s fiscal year beginning April 1, 2014. The adoption of the pronouncement did not have a material effect on the Company’s consolidated financial statements.
		In April 2014, the FASB issued ASU No. 2014-08, Discontinued Operations (Topic 205 and 360) which changed the criteria for determining which disposals can be presented as discontinued operations and modified related disclosure requirements. The updated guidance requires an entity to only classify discontinued operations due to a major strategic shift or a major effect on an entity’s operations in the financial statements. The updated guidance will also require additional disclosures relating to discontinued operations. The Company early adopted this guidance prospectively at the beginning of fiscal year April 1, 2014. The adoption of the pronouncement did not have a material effect on the Company’s consolidated financial statements.
		In June 2014, ASU guidance was issued to resolve the diversity of practice relating to the accounting for stock based performance awards for which the performance target could be achieved after the employee completes the required service period. The update is effective prospectively or retrospectively for annual reporting periods beginning December 15, 2015. The adoption of the pronouncement is not expected to have a material effect on the Company’s consolidated financial statements.
		In May 2014, ASU guidance was issued related to revenue from contracts with customers. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. The ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods and is to be retrospectively applied. Early adoption is not permitted. Accordingly, the adoption of this ASU is not expected to have any impact on the Company’s consolidated financial statements.

F-11

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
March 31, 2015
(Expressed in US dollars)

2.	Summary of Significant Accounting Policies (continued)

	p)	Recent Accounting Pronouncements (continued)
		In June 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. This ASU does the following among other things: a) eliminates the requirement to present inception-to-date information on the statements of income, cash flows, and shareholders’ equity, b) eliminates the need to label the financial statements as those of a development stage entity, c) eliminates the need to disclose a description of the development stage activities in which the entity is engaged, and d) amends FASB ASC 275, Risks and Uncertainties, to clarify that information on risks and uncertainties for entities that have not commenced planned principal operations is required. The amendments in ASU No. 2014-10 related to the elimination of Topic 915 disclosures and the additional disclosure for Topic 275 are effective for public companies for annual and interim reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company early adopted this ASU as of April 1, 2014.
		In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40). Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosure. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company is evaluating the impact the revised guidance will have on its consolidated financial statements.

3.	Related Party Transactions and Balances
	As at March 31, 2015, the Company owed $504,228 (March 31, 2014 - $403,524) to five directors and officers of the Company. The amounts are unsecured, non-interest bearing and have no fixed terms of repayment. During the year ended March 31, 2015, the Company incurred $36,000 (2014 - $36,000) of directors fees, $Nil (2014 – $1,000) of agreement signing fees to a director, and $413,150 (2014 - $426,955) of salaries to directors and officers. The transactions were recorded at their exchange amounts, being the amounts agreed upon by the related parties.
4.	Property and Equipment
	Property and equipment consists of the following:

						As at March 31, 2015						As at March 31, 2014
						Accumulated			Net Book						Accumulated			Net Book
			Cost			Depreciation			Value			Cost			Depreciation			Value
			$			$			$			$			$			$
	Mining tools and equipment		143,271			129,538			13,733			143,271			108,162			35,109
	Vehicle		12,800			9,813			2,987			12,800			7,253			5,547
	Furniture and equipment		12,127			10,433			1,694			12,127			8,620			3,507
	Computer and software		37,403			33,555			3,848			37,403			29,067			8,336
			205,601			183,339			22,262			205,601			153,102			52,499

F-12

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
March 31, 2015
(Expressed in US dollars)

5.	Accrued Expenses and Other Payables

Accrued expenses and other payables comprise the following:

			March 31,			March 31,
			2015			2014
			$			$
	(a) Accrued payroll deductions in Canada		164,365			118,986
	(b) Payroll deductions payable in Tanzania		150,083			114,197
	(c) Corporation credit cards payable		3,168			–
			317,616			233,183

	(a)	Accrued Payroll Deductions in Canada
		At March 31, 2015, the Company accrued for payroll deductions on unpaid salaries in Canada in the amount of $164,365 (March 31, 2014 - $118,986). The accrued amounts will be transferred to accounts payable once the salaries are paid.
	(b)	Payroll Deductions Payable in Tanzania
		As of March 31, 2015 and 2014, the Company withheld Tanzanian payroll tax deductions of $150,083 and $114,197, respectively, which remain payable under the local tax law.

6.	Deferred Revenue and Forward Gold Sales Liability
	On January 23, 2014, the Company agreed to forward sell a portion of its future gold production from the Kinyambwiga project (see Note 8(a)) to finance the capital costs of establishing a gold mine. As of March 31, 2014, an aggregate amount of $31,383 was received by the Company and recorded as deferred revenue as in management’s judgment, it was probable at the inception of the related contracts that the Company would physically settle the commitment with gold and therefore meet the normal sales and normal purchases exception for derivative accounting.
	During the year ended March 31, 2015, it was established that the Company would not be able to meet the physical delivery terms for the existing forward gold sales contracts in the foreseeable future (see Note 13(c)). As of March 31, 2015, an aggregate amount of $103,269 received by the Company during the years ended March 31, 2015 and 2014 was reclassified from deferred revenue to forward gold sales liability and accounted for as a derivative liability.

A reconciliation of the changes in the forward gold sales liability during the year is as follows:

			March 31,
			2015
	Balance, beginning of the year	$	-
	Reclassification from deferred revenues during the year		103,269
	Fair value adjustment		25,508
	Balance, end of the year	$	128,777

The investments of subscribers for the forward gold sales contracts are secured by in-ground gold assets. The Company also committed to allocate a minimum of twenty-five percent (25%) of the initial gold production from the Kunanga medium scale gold mining project and deliver such gold to the subscribers for the forward gold sales contracts. In addition, the Company has secured the contracts by issuing a pro rate security chattel agreement over the mining license area granted to the Company for the Kinyambwiga project. The pro rata portion securing the purchaser will be based on the percentage of five million dollars that the purchaser’s aggregate forward gold purchase in dollars represents of the total.

7.	Note Payable

On July 26, 2014, the Company signed a finance agreement for $12,140 at an annual rate of 15.95% for an eleven-month period, payable in monthly installments of $1,104 for general liability insurance. On October 20, 2014, the Company amended the agreement and financed an additional $10,875 for directors and officers liability insurance. Total monthly installment payments increased to $2,546. As at March 31, 2015, the balance owing under the note payable was $3,947 (2014 – $6,007).

F-13

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
March 31, 2015
(Expressed in US dollars)

8.	Mineral Property Acquisition and Exploration Costs
	On May 4, 2009, Kilimanjaro completed a Property Acquisition Agreement (the “Geo Can Agreement”) with Geo Can. Under the terms of the agreement Kilimanjaro acquired a 100% interest in the mineral property assets, which included 33 gold prospecting licenses and 13 uranium licenses. Included in this agreement were the Kalemela project’s licenses, Geita project’s license, Uyowa Project’s licenses and Kinyambwiga project’s license and other projects’ licenses. Geo Can had entered into property option agreements, regarding some of these resource properties, with Lake Victoria before the share exchange agreement between Lake Victoria and Kilimanjaro on August 7, 2009, and as a consequence Geo Can no longer has any interest in those prior property agreements.
	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 defer 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 years ended March 31, 2015 and 2014:

			Singida			Uyowa						Buhemba
			Project			Project			Handeni Project			Project			Total
			$			$			$			$			$
	March 31, 2013		-			90,000			251,250			250,150			591,400
	Impairment		-			(90,000	)		-			-			(90,000	)
	March 31, 2014		-			-			251,250			250,150			501,400
	Impairment		-			-			(251,250	)		-			(251,250	)
	March 31, 2015		-			-			-			250,150			250,150

The following details mineral property exploration costs incurred and expensed during the years ended March 31, 2015 and 2014:

																		Other
			Kinyambwiga			Singida			Uyowa			Handeni			Buhemba			Projects			Total
			$			$			$			$			$			$			$
	Year Ended March 31, 2014:
	Camp, Field Supplies and Travel		11,171			2,514			1,132			-			-			-			14,817
	Geological Consulting and Wages		120,822			-			-			-			-			-			120,822
	Study and Report		1,315			-			-			-			-			-			1,315
	Vehicle and Fuel expenses		4,878			-			-			-			-			-			4,878
	License Payments		10,179			-			10,121			-			-			28,266			48,566
			148,365			2,514			11,253			-			-			28,266			190,398
	Year Ended March 31, 2015:
	Camp, Field Supplies and Travel		7,586			2,871			1,472			-			-			-			11,929
	Geological Consulting and Wages		109,937			-			-			-			-			-			109,937
	Study and Report		-			-			-			-			-			-			-
	Vehicle and Fuel expenses		234			492			-			-			-			-			726
	License Payments		-			-			-			-			-			-			-
			117,757			3,363			1,472			-			-			-			122,592

F-14

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
March 31, 2015
(Expressed in US dollars)

8.	Mineral Property Acquisition and Exploration Costs (continued)

	a)	Musoma Bunda - Kinyambwiga Project:
		The Musoma Bunda Gold Project comprises of three prospecting licenses that are located on the eastern side of Lake Victoria.
		The Kinyambwiga project is part of the Musoma Bunda Gold Project. As a part of the Geo Can Agreement, the Company owns 100% interest of the Kinyambwiga project’s one prospecting license and 24 primary mining licenses(PMLs). The Kinyambwiga Gold Project is about 208 kilometers northeast of the city of Mwanza in northern Tanzania.
		A director of the Company entered into Mineral Purchase agreements on behalf of the Company for 24 Primary Mining Licenses (PMLs) which are part of the Kinyambwiga Project and which are recorded in his name. During the year ended March 31, 2014, the Company submitted an application to convert the 24 PMLs into a single mining license and to transfer it over to the Company. On April 1, 2014, the Company was granted a single mining license for 10 years.
		On August 3, 2012, the Company announced that it intends to offer up to 120 units of royalty at $25,000 per unit to raise up to $3,000,000 from participants by selling up to 60% of the net proceeds of gold production of the Company’s Kinyambwiga gold project through royalty purchase agreements. Each unit will entitle the holder to receive ½ of 1 percent (1/2%) of the net production proceeds from small scale mining operations up to 60% of the net proceeds of gold production. As of March 31, 2015, the Company has received subscription payments totaling $1,125,000 for 45 units which is recognized in other income.
		During the years ended March 31, 2015 and 2014, the Company agreed to forward sell a portion of its future gold production from Kinyambwiga project to finance the capital costs of establishing the Kunanaga Medium Scale Gold Mine. As of March 31, 2015, the Company has forward sold 112.36 oz of gold for the total consideration of $103,269 (see Note 6).
	b)	Singida Project
		On May 15, 2009, the Company signed a Mineral Financing Agreement with one director of the Company authorizing him, on behalf of the Company, to acquire Primary Mining Licenses (“PMLs”) in the Singida area. As of February 7, 2011, this director has entered into Mineral Properties Sales and Purchase agreements and addendums with various PML owners to acquire PMLs in the Singida area. As of March 31, 2015, the Company has acquired a 100% interest in 23 PMLs and 20 PMLs with the 2% net smelter production royalty payments. The Company also agreed to increase the royalty by 1% to 3% if commercial production is delayed beyond March 2015.
	c)	Uyowa Project
		As a part of the Geo Can Agreement the Company had owned 100% interest in the Uyowa project’s prospecting licenses. 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. In 2014, the Company terminated the option agreement and the related capitalized acquisition costs of $90,000 were determined to be impaired.
	d)	Handeni Project
		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. The license was returned and capitalized acquisition costs of $2,400 were determined to be impaired. During the year ended March 31, 2015, the Company relinquished the license and capitalized acquisition costs of $251,250 were determined to be impaired.

F-15

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
March 31, 2015
(Expressed in US dollars)

8.	Mineral Property Acquisition and Exploration Costs (continued)

	e)	Buhemba Project
		Buhemba Project consists of one prospecting license that is a part of the Geo Can Agreement. The total consideration paid for the license was $112,150, of which $89,650 was paid on April 29, 2011 and $22,500 was paid on July 14, 2011. 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.

9.	Capital Stock
	Preferred Stock
	The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001. As of March 31, 2015, the Company has not issued any preferred stock.
	Common Stock
	The Company is authorized to issue 250,000,000 shares of common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.
	A summary of transactions during fiscal 2015 and 2014:

	a)	On March 20, 2015, the Company completed a private placement of 2,375,000 common shares at $0.04 per share for total consideration of $95,000.
	b)	On February 23, 2015, the Company completed a private placement of 10,000,000 common shares at $0.015 per share for total consideration of $150,000.
	c)	On February 23, 2015, the Company signed debt settlement and subscription agreement with a consultant to settle a consulting fee of $55,000 for business consulting services provided. The Company issued 1,000,000 restricted shares of common stock with an estimated fair value of $0.055 per share to settle the outstanding balance, measured on the date of the settlement agreement.
	d)	On December 19, 2014, the Company completed a private placement of 24,400,000 units at $0.025 per unit for gross consideration of $610,000. The shares are accompanied by a gold bonus distribution of a total of 244 ounces of 0.999 percent gold during the first 480 days of commercial gold production. The gold bonus distribution plan contains a feature where the Company retains the option to convert the gold bonus into common shares of the Company at a rate of $0.025 per share based on the spot price per ounce of gold on the payment date. At March 31, 2015, the fair value of the gold bonus was estimated to be $Nil.
		During the year ended March 31, 2014, the Company had received $150,000 in subscription proceeds for this private placement which were classified as interest-free loans at March 31, 2014 until the time the shares were issued to subscribers in the year ended March 31, 2015, at which time the amounts were transferred to common stock and additional paid-in capital.

F-16

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
March 31, 2015
(Expressed in US dollars)

10.	Stock Options and Warrants
	On October 7, 2010, the Company adopted the 2010 Stock Option Plan under which the Company is authorized to grant stock options to acquire up to a total of 10,000,000 shares of common stock.
	On February 13, 2015, the Company granted 3,780,000 stock options to seven directors and officers, and 1,300,000 stock options to geological consultants at an exercise price of $0.06 per share which will expire on February 13, 2018. All stock options are non-qualified and vested immediately. The weighted average grant date fair value of stock options granted during the year ended March 31, 2015 was $0.07 per share. During the year ended March 31, 2015, the Company recorded stock-based compensation of $355,097 for these stock options.
	The weighted average assumptions used in the Black-Scholes valuation model were as follows:

						Year Ended
			March 31,			March 31,
			2015			2014
	Expected dividend yield		-			-
	Risk-free interest rate		1.03%			-
	Expected volatility		365%			-
	Expected option life (in years)		3			-

The total intrinsic value of stock options exercised during the years ended March 31, 2015, and 2014 was $nil. The following table summarizes the continuity of the Company’s stock options:

						Weighted			Weighted-Average
						Average			Remaining			Aggregate
			Number of			Exercise			Contractual Life			Intrinsic
			Options			Price			(years)			Value
						$			$			$
	Outstanding, March 31, 2013 and
	2014		9,520,000			0.12						–
	Expired		(4,600,000	)		0.15						–
	Granted		5,080,000			0.06						–
	Outstanding, March 31, 2015		10,000,000			0.07			1.50			–

At March 31, 2015 and 2014, 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, 2013

26,649,734

0.26

0.84

–

Expired

(9,581,400

)

0.50

Outstanding, March 31, 2014

17,068,334

0.12

0.10

–

Expired

(17,068,334

)

0.12

Outstanding, March 31, 2015

–

–

–

–

F-17

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
March 31, 2015
(Expressed in US dollars)

11.	Income Taxes

The components of the net deferred tax asset at March 31, 2015 and 2014, the statutory tax rate, the effective tax rate, and the amount of the valuation allowance are indicated below:

			March 31,			March 31,
			2015			2014
			$			$
	Net loss before taxes		(1,489,472	)		(944,718	)
	Statutory rate		34%			34%
	Computed expected tax (recovery)		(506,420	)		(321,204	)
	Difference in foreign tax rates		149,867			142,812
	Permanent differences		89,730			(8,584	)
	Other		(24,845	)		(40,803	)
	Change in valuation allowance		291,668			227,779
	Income taxes		–			–

			March 31,			March 31,
			2015			2014
			$			$
	Net operating loss carryforwards		3,702,076			3,249,779
	Mineral property acquisition and exploration		5,019,833			5,180,462
	Deferred tax assets		8,721,909			8,430,241
	Valuation allowance		(8,721,909	)		(8,430,241	)
	Net deferred tax assets		–			–

The Company U.S. tax losses of approximately $8,211,291 which, if unutilized, will expire beginning in 2027 through to 2035 and Tanzanian tax losses of approximately $3,034,125 which carry forward indefinitely. Future tax benefits, which may arise as a result of these losses, have not been recognized in these consolidated financial statements, and have been offset by a valuation allowance. The following table lists the fiscal years in which loss carryforwards expire:

				Expiration
		Loss		Date
		$
		722,397		2027
		554,471		2028
		1,258,790		2029
		2,344,312		2030
		987,895		2031
		410,801		2032
		932,689		2033
		340,950		2034
		658,985		2035
		3,034,125		Indefinitely
		11,245,415

F-18

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
March 31, 2015
(Expressed in US dollars)

12.	Supplemental Cash Flow Information

			For the			For the
			Year Ended			Year Ended
			March 31,			March 31,
			2015			2014
			$			$
	Non-cash Investing and Financing Activities
	Stock issued for loans payable		150,000			–
	Stock issued to settle debt		55,000			–
	Supplemental Disclosures
	Interest paid		1,644			840
	Income tax paid		–			–

13.	Commitments

a)

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

	i.	a monthly payment from $20,000 to $6,000 commencing July 1, 2012 and until the mechanical completion of the first small scale gold mining operation;
	ii.	issuing 300,000 stock options to the Consultant on November 1, 2012 and 2013. The Company will only grant the Consultant the additional stock options when the Company achieves a positive operating cash flow and upon the approval by the board of directors.

	b)	On October 1, 2013, the Company entered into a consulting agreement with Misac Noubar Nabighian (the “Consultant”) to provide geophysical data processing and interpretation services to the Company in consideration for 0.5% of the net proceeds from the sale of any mining properties and granting the Consultant (a) a royalty on producing properties of $1.00 per ounce of gold produced or 0.25% of net smelter returns for all commercial production, whichever is greater, and (b) 0.25% of net smelter returns for all other commercial production.The agreement is for a term of 36 months and may be renewed at the option of the Company upon 30 days written notice.
	c)	During the years ended March 31, 2015 and 2014, the Company entered into forward gold sales agreements to sell a total of 112.37 oz of gold from the future gold production from the Kinyambwiga project (see Note 6). Under these agreements, the Company committed to deliver the specified quantities of gold with delivery dates ranging from December 2014 through November 2015.
		The forward gold sales agreements for 31.94 oz of gold with delivery dates ranging from December 2014 through April 2015 have a clause in the agreements whereby the Company’s failure to meet the minimum monthly production and monthly gold distribution schedules specified in the agreements results in a penalty premium equal to the US Bond Interest Rate per annum of the remaining balance of the distributable gold. As at March 31, 2015, the Company accrued $Nil in penalty premium payable under these agreements as the amount of penalties payable was minimal. The remaining forward gold sales agreements entered into subsequent to March 31, 2014 and accounting for 80.43 oz do not have the clauses of the interest penalty and the mandatory conversion into common shares of the Company.
		In addition, if the minimum production and gold distribution schedules are not met for 6 months out of 9 consecutive months, the Company is required to convert the remaining gold deliverable to common shares based on the 30-day weighted average market price of the Company’s stock. As at March 31, 2015 and June 29, 2015, the Company was not yet required to convert any gold deliverables into common shares.

14.	Subsequent Events

	a)	Subsequent to March 31, 2015, the Company made offers to the parties who forward purchased gold without any penalty interest or common share convertibility clause (see Notes 6 and 13) to either extend the delivery date under the contract, or settle an obligation in common shares of the Company. Out of 112.38 oz of gold deliverable, one contract for 33.29 oz has been extended for 12 months.
	b)	On May 8, 2015 the Company was served with notice of legal claim of a civil case in Tanzania by the Board of Trustees of National Social Security Fund in the amount of $18,463 (34,835,560 Tanzanian Schillings) plus 5% interest for statutory contributions. The Company is currently in negotiations regarding settlement of the claim. The amount claimed is included in the amounts that the Company has accrued for contributions payable, no additional amount have been accrued.

F-19

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
March 31, 2015
(Expressed in US dollars)

14.	Subsequent Event (Continued)

c)

On June 24, 2015 the Company granted in aggregate 4,320,000 stock options to directors and officers of the Company. The stock options have been granted pursuant to he terms of the Company’s 2010 Stock Option Plan. The options are exercisable at a price of $0.051 for a term 3 years, and vest immediately upon issuance.

F-20

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36

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our principal executive officer and our principal financial officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, these officers concluded that as of the end of the period covered by this annual report on Form 10-K, 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 Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to our company’s management, including our company’s principal executive officer and our 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 material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control over Financial Reporting.” Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. Our company intends to remediate the material weaknesses as set out below.

Management’s Report on Internal Control over Financial Reporting

Our company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Our company’s internal control over financial reporting are designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that our company’s receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our principal executive officer and our principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of March 31, 2015 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting were not effective as of March 31, 2015. The ineffectiveness of our internal control over financial reporting was due to the following material weaknesses 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 US GAAP and SEC guidelines.

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37

Our company plans to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, 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, 2015: (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 in (i) is largely dependent upon our company 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.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, 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 errors or mistakes.

Changes in Internal Control over Financial Reporting.

There were no changes in our company’s internal control over financial reporting during the year ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our company’s internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

Our directors and executive officers, their ages, positions held, and duration of such, are as follows:

Business Experience

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he was employed.

David Kalenuik, President, Chief Executive Officer, and Director

Mr. Kalenuik became a director and was appointed President and Chief Executive Officer on October 7, 2010. Mr. Kalenuik has spent the last 35 years primarily as founder and owner of his own businesses. These businesses have ranged from product or service oriented to investor relations for publicly traded companies. Since December 2006, David has been actively involved with Kilimanjaro Mining Company Inc. and Lake Victoria Mining Company, Inc. in the identification, negotiation and acquisitions of mineral resource properties in Tanzania, East Africa. David as an International Businessman has extensive experience in start up operations, business development, strategic planning and management of both private and public companies. To date, he has been directly and indirectly responsible for the financing of each of the companies that he has been involved with. His previous experience includes being the President and Co-Founder of Larrearx, Inc./Larrea Biosciences Inc., a patented nutritional and health care supplements company, and, the President and Founder of Mitropolis Solutions Inc., a Vancouver based investor relations/investment banking firm that successfully financed and created public awareness programs for numerous public companies.

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38

We believe Mr. Kalenuik is qualified to serve on our board of directors because of his knowledge of our current operations, in addition to his business experiences described above.

Ming Zhu, Chief Financial Officer

Ming Zhu (B.Comm. MA) has worked along side the management team since 2006. Ming attained a Bachelor's Degree in Accounting and Finance in 1995. He has more than 10 years’ experience specializing in corporate finance and accounting. His portfolio includes working for multinational companies as their finance manager in New York and China. He worked as a financial controller for an international trading firm for 2 years before graduating from the University of Newcastle in the UK with his Master's Degree in 2003 where he majored in Financial Analysis. He worked with a Canadian CA accounting firm prior to joining our management team as the Financial Controller and a Director in Kilimanjaro Mining Company Inc., a gold and uranium exploration company that is now a wholly owned subsidiary. From August 2009, he has been served as the Financial Controller for us and on October 7, 2010 he became our Chief Financial Officer for us.

Heidi Kalenuik, Secretary, Treasurer and a Director

Heidi Kalenuik, originally from South Africa, was the founder and President of Kilimanjaro Mining Company Inc., in December, 2006, a private company concentrating on resource property acquisitions, exploration and joint ventures in the United Republic of Tanzania. Ms. Kalenuik has been extensively involved in the precious mineral industry and has worked with over 150 private and public companies in British Columbia, Canada.

Heidi Kalenuik was appointed as an Officer and Director of Lake Victoria Mining Company in June 2008 due to her knowledge and working experience in Africa and her interest in our activities having been the President of Kilimanjaro Mining Company, now a wholly owned subsidiary. We believe Ms. Kalenuik is qualified to serve on our board of directors for the same reasons.

Roger Newell, Director

Roger Newell has been a director of our company since June 2008 and was our President, Principal Executive Officer from June 2008 to October 7, 2010. In December 2009 Dr. Newell was appointed an Independent Director of Midway Gold Corporation a Canadian public corporation that trades on both the Toronto TSX-V Exchange with symbol MDW and the US NYSE-AMEX also with symbol MDW; he retired from Midway’s Board of Directors on August 18^th, 2014 but remains a Board Advsor. Midway Gold is a mineral exploration and development company with properties in the western United States.

In October 2007, Dr. Newell joined the management team as Executive Vice President and Director of Kilimanjaro Mining Company Inc. a private company involved in the acquisition and exploration of highly prospective mineral resource properties in Tanzania, East Africa. In June 2008 Dr. Newell was appointed President and Director of Lake Victoria Mining Company (OTCBB; LVCA) in consideration of his history in gold exploration and mining. We believe Dr. Newell is qualified to serve on our board of directors for the same reasons. He holds an MSc in Geology from the Colorado School of Mines and a PhD in Mineral Exploration from Stanford University. He is a Registered Professional Geologist.

Dr. Newell served as Vice President-Development and a Board Member of Capital Gold Corp. (NYSE-AMEX;CGC and Toronto TSX;CGC) from 2000 to September 2007. As such he was responsible for much of Capital Gold’s engineering and business development at El Chanate Gold, Mexico and continued to serve on Capital Gold Corp’s Board of Directors until November 2009. He also served as President (2000 to 2006) of Capital Gold’s Mexican subsidiary, Minera Santa Rita.

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39

Prior to this time at Capital Gold, he served as Exploration Manager/Senior Geologist for the Newmont Mining Company; Exploration Manager for Gold Fields Mining Company; and Vice President-Development, for Western Exploration Company.

Ahmed Magoma, Director

Ahmed Magoma has a B.Sc. in geology from the University of Dar es Salaam (1992) and 16 years of experience in the mining industry, wherein he has held progressively more responsible management and supervisory roles. Mr. Magoma joined Kilimanjaro Mining Company Inc., in March of 2007, a private company involved in the acquisition and exploration of highly prospective resource properties in Tanzania, East Africa. Mr. Magoma has been a director of Geo Can Resources Company Ltd., a private company, from April 2007 to present. In addition to being a director with Kilimanjaro, Mr. Magoma is responsible for all resource property acquisitions, negotiations with property owners and government relations within Tanzania. His experience encompasses gold projects from grassroots through to mining production. His field experience includes working with Tanex, a subsidiary of DeBeers and other South African companies as a field geologist. Mr. Magoma worked with the Ministry of Energy and Minerals in Tanzania for a period to learn, through study, the techniques of small-scale miners to enhance their production. Mr. Magoma has worked with major gold companies Barrick and Randgold as a project geologist and then as senior project geologist with Tanzanite Africa. From 2005 to December 2007, Mr. Magoma was the Senior Project Geologist for Tanzanite Africa Ltd., a private African company.

Mr. Magoma was appointed as a Director in Lake Victoria Mining Company in June 2008. He was considered for this position because of his familiarity with our projects and operations in Tanzania. His position as a Director, and his experience with the Mining Law along with his Tanzanian activities are very important and valuable to our programs. We believe Mr. Magoma is qualified to serve on our board of directors for the same reasons.

John J Surtherland, Director, Chair of Audit Committee

Mr. Sutherland, CPA, CGA, was the CFO of Grande West Transportation (BUS:TSX-V), a mid-size transit bus manufacturer from April, 2013 to May 2015. Previously, he was Vice President and CFO of Goldgroup Mining for five years. He was previously Vice President, Finance of Arequipa Resources Ltd. leading up to its acquisition by Barrick Gold. Previous board positions by Mr. Sutherland include eight years with Aquiline Resources Inc. until its acquisition by Pan American Silver Corp. Mr. Sutherland was also formerly the Site General Manager at the Sonora Gold project of Sonora Gold Corp. and Co-Founder, Vice-President and CFO of Tekion, Inc., a micro fuel cell developer, and was a key partner in its growth. Prior to Tekion, he was President and CEO of ASC AVCAN Systems Inc., a technology company.

We believe Mr. Surtherland is qualified to serve on our board of directors because of his knowledge of our current operations, in addition to his business experiences described above.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Family Relationships

There are no family relationships among our directors or officers, other than David Kalenuik and Heidi Kalenuik who are husband and wife.

Involvement in Certain Legal Proceedings

Our directors and executive officers have not been involved in any of the following events during the past ten years:

	1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
	2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

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40

	3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
	4.	being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
	5.	being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
	6.	being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We adopted a Code of Ethics applicable to all of our directors, officers, employees and consultants, which is a “code of ethics” as defined by applicable rules of the SEC. Our Code of Ethics was attached as an exhibit to our annual report filed on Form 10-K with the SEC on June 26, 2008.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.

ITEM 11.

EXECUTIVE COMPENSATION.

The particulars of compensation paid to the following persons:

	(a)	our principal executive officers during the year ended March 31, 2015;
	(b)	each of our two most highly compensated executive officers other than our principal executive officers who were serving as executive officers at March 31, 2015; and
	(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at March 31, 2015,

whom we collectively refer to as the “named executive officers”, for the fiscal years ended March 31, 2015 and 2014, are set out in the following summary compensation table:

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41

Notes

	(1)	David Kalenuik was appointed our President and Chief Executive Officer on October 7, 2010.
	(2)	During the fiscal year ended March 31, 2015, David Kalenuik received consulting fees of $110,719 in cash and deferred compensation of $57,108 to be paid for his services rendered. During the fiscal year ended March 31, 2014, David Kalenuik received consulting fees of $78,736 in cash and deferred compensation of $93,473 to be paid for his services rendered.
	(3)	Ming Zhu was appointed our Chief Financial Officer on October 7, 2010.
	(4)	During the fiscal year ended March 31, 2015, Ming Zhu received salary of $50,540 in cash and deferred compensation of $28,385. During the fiscal year ended March 31, 2014, Ming Zhu received salary of $45,643 in cash and deferred compensation of $39,040.
	(5)	During the fiscal year ended March 31, 2015, Heidi Kalenuik received salary of $50,152 in cash and deferred compensation of $39,294. During the fiscal year ended March 31, 2014, Heidi Kalenuik received salary of $43,734 in cash and deferred compensation of $52,715.
	(6)	On February 13, 2015, the Company granted 3,780,000 stock options to five directors and officers at an exercise price of $0.06 per share which expired on February 13, 2018. David Kalenuik was granted 580,000 options with a fair value of $40,543 and Ming Zhu was granted 700,000 options with a fair value of $48,9311.

^{________________________________
1} 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 1.02%; expected life of three years; and volatility of 365%

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42

Employment Contracts

On April 26, 2011, we entered into an employment letter agreement with Heidi Kalenuik, pursuant to which we employed Mrs. Kalenuik to, among other things: carry out the duties and responsibilities of the position of Secretary, Treasurer and Supervisor of Operations of the Company. As consideration for the performance of her duties under the employment letter agreement, we agreed to pay Mrs. Kalenuik CDN$102,000 (approximately US$107,017) per year commencing April 1, 2011. Mrs. Kalenuik is also entitled to receive a one-time bonus in the amount of CDN$1,000 (approximately US$1,049).

On April 26, 2011, we entered into a consulting agreement with David Kalenuik. As consideration for the performance of his consulting services under the agreement, we agreed to pay Mr. Kalenuik CDN$10,000 (approximately US$10,492) per month commencing April 1, 2011, plus applicable taxes. The consulting agreement is for a term of two years and the management renewed the consulting agreement.

Effective April 26, 2011, we entered into an employment letter agreement with Ming Zhu, pursuant to which we employed Mr. Zhu to, among other things: carry out the duties and responsibilities of the position of Chief Financial Officer. As consideration for the performance of his duties under the employment letter agreement, we agreed to pay Mr. Zhu CDN$90,000 (approximately US$94,427) per year commencing April 1, 2011. Mr. Zhu is also entitled to receive a one-time bonus in the amount of CDN$1,000 (approximately US$1,049).

On April 26, 2011, we entered into a consulting agreement with Roger Newell. As consideration for the performance of his consulting services under the agreement, we agreed to pay Mr. Newell USD$3,500 per month commencing April 1, 2011, plus applicable taxes. The consulting agreement is for a term of two years and the agreement expired in April 2013.

Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time.

Resignation, Retirement, Other Termination, or Change in Control Arrangements

We have no plans or arrangements in respect of remuneration received or that may be received by our directors or executive officers to compensate such directors or officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

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43

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth for each executive officer certain information concerning the outstanding equity awards as of March 31, 2015.

(1)	David Kalenuik was appointed our President and Chief Executive Officer on October 7, 2010.
(2)	Ming Zhu was appointed our Chief Financial Officer on October 7, 2010.

Aggregated Options Exercised in the Year Ended March 31, 2015 and Year End Option Values There were no stock options exercised during the year ended March 31, 2015.

Repricing of Options/SARS

We did not reprice any options previously granted during the year ended March 31, 2015.

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44

Director Compensation

The following table sets forth the compensation for each director who is not a named executive officer for the fiscal year ended March 31, 2015.

	(1)	Mr. Ahmed Magoma is a director of the Company and a director of its two subsidiaries, Kilimanjaro Mining Company Inc. and Lake Victoria Resources (T) Limited and he is an employee of Lake Victoria Resources (T) Limited. During the fiscal year ended March 31, 2015, he received total director’s fee of $50,500 in cash. During the fiscal year ended March 31, 2015, Ahmed was earned deferred compensation of $60,133 from Lake Victoria Resources (T) Limited; his monthly gross pay was approximately $5,011.
	(2)	Mr. John J. Surtherland was appointed as a director on April 10, 2015.
	(3)	Mr. David Ralph Webb was appointed as a director on March 1, 2013 and resigned on April 10, 2015.
	(4)	Roger Newell resigned as our President, Chief Executive Officer and Chief Financial Officer on October 7, 2010.

We have no formal plan for compensating our directors for their services in their capacity as directors. Our directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of June 29, 2015, there were 152,329,067 shares of our common stock outstanding and 10,000,000 shares to be issued. The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of that date by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group. Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock.

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Title of Class	Name and Address	Number of Shares	Percentage of Class
Directors and Officers:	of Beneficial Owner	Beneficially Owned (1)	(1),(2)
Common Stock	David Kalenuik	17,501,000(3)	11.45%
	Suite 810 – 675 West
	Hastings Street
	Vancouver, BC V6B 1N2
Common Stock	Heidi Kalenuik	17,501,000(4)	11.45%
	Suite 810 – 675 West
	Hastings Street
	Vancouver, BC V6B 1N2
Common Stock	Ming Zhu	1,040,000(5)	0.68%
	Suite 810 – 675 West
	Hastings Street
	Vancouver, BC V6B 1N2
Common Stock	Roger Newell	1, 940,833(6)	1.27%
	Suite 810 – 675 West
	Hastings Street
	Vancouver, BC V6B 1N2
Common Stock	Ahmed Magoma	1,423,750(7)	0.93%
	Suite 810 – 675 West
	Hastings Street
	Vancouver, BC V6B 1N2
Common Stock	John J Sutherland	250,000(8)	0.16%
	Suite 810 – 675 West
	Hastings Street
	Vancouver, BC V6B 1N2
Common Stock	Directors and Officers as	22,155,583(9)	14.49%
	a group (6)
	5% Stockholders
Common Stock	David Kalenuik	17,501,000(3)	11.45%
	Suite 810 – 675 West
	Hastings Street
	Vancouver, BC V6B 1N2
Common Stock	Heidi Kalenuik	17,501,000(4)	11.45%
	Suite 810 – 675 West
	Hastings Street
	Vancouver, BC V6B 1N2

(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.
(2)	The percentage of class is based on 152,329,067 shares of common stock issued and outstanding and as of June 29, 2015.
(3)	Includes 720,000 shares held directly, 16,186,000 shares held by Heidi Kalenuik, the spouse of David Kalenuik and 15,000 shares held by their children. Also includes 750,000 shares acquirable on exercise of options held directly on exercises of options within 60 days of the date hereof.
(4)	Includes 16,186,000 shares held directly, 720,000 shares held by David Kalenuik, the spouse of Heidi Kalenuik and 15,000 shares held by their children. Also includes 750,000 shares acquirable on exercise of options held indirectly by David Kalenuik within 60 days of the date hereof.

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46

(5)	Includes 700,000 shares acquirable on exercise of options within 60 days of the date hereof.
(6)	Includes 750,000 shares acquirable on exercise of options within 60 days of the date hereof.
(7)	Includes 750,000 shares acquirable on exercise of options within 60 days of the date hereof.
(8)	Includes 250,000 shares acquirable on exercise of options within 60 days of the date hereof.
(9)	Includes 3,030,000 shares acquirable on exercise of options within 60 days of the date hereof.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our company.

Securities Authorized for Issuance under Equity Compensation Plans

Effective October 7, 2010, we adopted our 2010 Stock Option Plan. The purpose of our 2010 Stock Option Plan is to retain the services of directors, officers, valued key employees and consultants and such other persons as the plan administrator selects, and to encourage such persons to acquire a greater proprietary interest in our company, thereby strengthening their incentive to achieve the objectives’ stockholders, and to serve as an aid and inducement in the hiring of new employees. Under the plan, the plan administrator is authorized to grant stock options to acquire up to a total of 10,000,000 shares of our common stock.

The following table provides a summary of the number of stock options granted under the 2010 Stock Option Plan, the weighted average exercise price and the number of stock options remaining available for issuance under our option plan as at March 31, 2015:

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On June 24, 2015 the Company granted in aggregate 4,320,000 to directors and officers of the Company. The stock options have been granted pursuant to he terms of the company's 2010 Stock Option Plan. The options are exercisable at a price of $0.051 for a term 3 years, the options vest immediately upon issuance.

Except as noted below, none of the following parties have, since commencement of our fiscal year ended March 31, 2014, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, in which our company is a participant and the amount involved exceeds the lesser of $120,000 or 1% of the average of our company’s total assets for the last two completed financial years:

	(i)	Any of our directors or officers;
	(ii)	Any person proposed as a nominee for election as a director;
	(iii)	Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting
		rights attached to our outstanding shares of common stock;
	(iv)	Any of our promoters; and
	(v)	Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any
		of the foregoing persons.
Related Party Transactions and Balances:
	a)	As at March 31, 2015, the Company owed $504,228 (March 31, 2014 - $403,524) to five directors and officers of the Company. The amounts are unsecured, non-interest bearing and have no fixed terms of  repayment. During the year ended March 31, 2015, the Company incurred $36,000 (2014 - $36,000) of directors fees, $Nil (2014 – $1,000) of agreement signing fees to a director, and $413,150 (2014 - $426,955) of salaries to directors and officers. The transactions were recorded at their exchange amounts, being the amounts agreed upon by the related parties.

Director Independence

Our common stock is quoted on the OTC Pink marketplace, which does not have director independence requirements. Under NASDAQ rule 5605(a) (2), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. David Kaleniuk as our president and chief executive officer, Heidi Kalenuik as our secretary and treasurer and Ahmed Magoma as an employee of a subsidiary company are therefore are not considered independent. Messrs. Sutherland and Newell are considered to be independent as they are not officers or employees of our company.

Audit Committee and Charter

Our audit committee consists of two directors. One of them, John Surtherland is independent and he is the designated Chair of the Committee when it is constituted. The second member of the audit committee Roger Newell is also independent. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of our audit committee charter was filed with the Securities and Exchange Commission on June 26, 2008 with our Form 10-K.

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Audit Committee Financial Expert

The Board has determined that the Chairman of the Audit Committee is John Surtherland. Mr. Surtherland is an independent director and he meets the additional criteria for independence of Audit Committee members set forth in Rule 10A-3(b)(l) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of the disclosure committee charter was filed with the Securities and Exchange Commission on June 26, 2008 within our Form 10-K.

National Instrument 58-101

We are a reporting issuer in the Province of British Columbia. National Instrument 58-101 of the Canadian Securities Administrators requires our company to disclose annually in our annual report certain information concerning corporate governance disclosure.

Board of Directors

Our board of directors currently consists of Roger A Newell, David Kalenuik, Heidi Kalenuik, John J. Surtherland and Ahmed A. Magoma. We have determined that Mr. Kalenuik, Mrs. Kalenuik and Mr. Magoma are not independent as that term is defined in National Instrument 52-110 due to the fact that they are current or former executive officers or employees of our company. Messrs. Newell and Surtherland are independent.

Our board of directors facilitates its exercise of independent supervision over management by endorsing the guidelines for responsibilities of the board as set out by regulatory authorities on corporate governance in Canada and the United States. Our board’s primary responsibilities are to supervise the management of our company, to establish an appropriate corporate governance system, and to set a tone of high professional and ethical standards. The board is also responsible for:

	•	selecting and assessing members of the board;
	•	choosing, assessing and compensating the chief executive officer of our company, approving the compensation of all executive officers and ensuring that an orderly management succession plan exists;
	•	reviewing and approving our company’s strategic plan, operating plan, capital budget and financial goals, and reviewing its performance against those plans;
	•	adopting a code of conduct and a disclosure policy for our company, and monitoring performance against those policies;
	•	ensuring the integrity of our company’s internal control and management information systems;
	•	approving any major changes to our company’s capital structure, including significant investments or financing arrangements; and
	•	reviewing and approving any other issues which, in the view of the board or management, may require board scrutiny.

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Directorships

The following directors are also directors of other reporting issuers (or the equivalent in a foreign jurisdiction), as identified next to their name:

Orientation and Continuing Education

We have an informal process to orient and educate new members to the board regarding their role on the board, our committees and our directors, as well as the nature and operations of our business. This process provides for an orientation with key members of the management staff, and further provides access to materials necessary to inform them of the information required to carry out their responsibilities as a board member. This information includes the most recent board approved budget, the most recent annual report, the audited financial statements and copies of the interim quarterly financial statements.

The board does not provide continuing education for its directors. Each director is responsible to maintain the skills and knowledge necessary to meet his or her obligations as directors.

Nomination of Directors

The board is responsible for identifying new director nominees. In identifying candidates for membership on the board, the board takes into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the board. As part of the process, the board, together with management, is responsible for conducting background searches, and is empowered to retain search firms to assist in the nominations process. Once candidates have gone through a screening process and met with a number of the existing directors, they are formally put forward as nominees for approval by the board.

Assessments

The board intends that individual director assessments be conducted by other directors, taking into account each director’s contributions at board meetings, service on committees, experience base, and their general ability to contribute to one or more of our company’s major needs. However, due to our stage of development and our need to deal with other urgent priorities, the board has not yet implemented such a process of assessment.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The aggregate fees billed for the completed fiscal years ended March 31, 2015 and 2014 for professional services rendered by Manning Elliott LLP for the audit of our annual financial statements, quarterly reviews of our interim financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

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In the above tables, “audit fees” are fees billed by our company’s external auditors for services provided in auditing our company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditors for assurance and related services that are reasonably related to the performance of the audit review of our company’s financial statements. “Tax fees” are fees billed by the auditors for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditors for products and services not included in the foregoing categories.

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors before the respective services were rendered.

The board of directors has considered the nature and amount of fees billed by Manning Elliott LLP and believes that the provision of services for activities unrelated to the audit is compatible with maintaining their respective independence.

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PART IV. OTHER INFORMATION

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

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, 2019)
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 we 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 we 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 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

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Exhibit
Number	Description
	S05	John Bina Wambura in Partnership with Fabiano Lango
	S06	Elizabeth Shango
	S07	Athuman Chiboni in Partnership with Maswi Marwa and Robert Malando
	S08	Malando Maywili in Partnership with Charles Mchembe
	S09	Robert Malando
	S10	Raymond Athumani Munyawi
	S11	Jeremia K. Lulu in Partnership with Agnes Musa, Juma Shashu, Neema Safari, Neema Tungaraza, Safari Neema Tungaraza, Safari Meema and Simon Gidazada
	S12	Heri S. Mhula and partners Samweli Sumbuka, Plus Gam and Shambulingole
	S13	Limbu Magambo Nyoda and Partners Saba Joseph, Bakari Kahinda
	S14	Shambuli Sumbuka in Partnership with Limbu Gambo
	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 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 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 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 we 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 we 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 we (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 we (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2011)

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Exhibit
Number	Description
10.26	Employment Agreement dated April 26, 2011 between Heidi Kalenuik and we (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 we (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 we (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 we (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 we (incorporated by reference from our Current Report on Form 8-K filed on May 12, 2011)
10.31	Singida Option Agreement dated May 6, 2011 among Otterburn Ventures Inc., we and Ahmed Abubakar Magoma (incorporated by reference from our Current Report on Form 8-K filed on May 12, 2011)
10.32	Form of Royalty Purchase Agreement (incorporated by reference from our Current Report on Form 8-K filed on September 13, 2012)
10.33	Finder’s Fee Agreement with Berkshire Investment Ltd (incorporated by reference from our Quarterly Report on Form 10-Q filed on February 14, 2013)
10.34	Option Agreement with Ahmed Magoma dated December 11, 2012 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 14, 2013)
10.35	Strategic Partner Advisory Fee Agreement with Sattva Capital Corporation dated August 14, 2013(incorporated by reference from our Quarterly Report on Form 10-Q filed on November 14, 2013)
10.36	Amendment to option agreement with Ahmed Magoma dated August 1, 2013 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 14, 2013)
10.37	Consulting Agreement with Misac Noubar Nabighian dated October 1, 2013 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 14, 2013)
10.38	Financial advisory agreement with Stope Capital Advisors dated October 25, 2013 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 14, 2013)
10.39	Form of Forward Gold sale agreement (incorporated by reference from our Quarterly Report on Form 10-Q filed on February 14, 2014)
10.40	Amended Form of Forward Gold sale agreement (incorporated by reference from our Annual Report on Form 10-K filed on June 30, 2014)
14.1	Code of Ethics (incorporated by reference from our Annual Report on Form 10-K filed on June 26, 2008)
21.1*	List of Subsidiaries
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002
32.2*	Certification of Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002
99.2	Audit Committee Charter (incorporated by reference from our Annual Report on Form 10-K filed on June 26, 2008)
99.3	Disclosure Committee Charter (incorporated by reference from our Annual Report on Form 10-K filed on June 26, 2008)
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase
* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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Exhibit 21.1

LAKE VICTORIA MINING COMPANY, INC.
List of Subsidiaries

Company Name	Country or State of Incorporation
Kilimanjaro Mining Company, Inc.	Nevada
Lake Victoria Resources Company, (T) Ltd.	Tanzania
Jin 179 Company Tanzania Ltd.	Tanzania
Chrysos 197 Company Tanzania Ltd.	Tanzania

 

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CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Kalenuik, certify that:

1.	I have reviewed this Annual Report on Form 10-K 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 control 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 control over financial reporting.

June 29, 2014
 

/s/ David Kalenuik                                                       
David Kalenuik
President, Chief Executive Officer and Director
(Principal Executive Officer)

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CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ming Zhu, certify that:

1.	I have reviewed this Annual Report on Form 10-K 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 control 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 control over financial reporting.

June 29, 2014

/s/ Ming Zhu                                                                                  
Ming Zhu
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

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

In connection with the Annual Report of Lake Victoria Mining Company, Inc. (the “Company”) on Form 10-K for the fiscal year ended March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Kalenuik, 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: June 29, 2014	By: /s/ David Kalenuik
	David Kalenuik
	President, Chief Executive Officer and Director
	(Principal Executive Officer)

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

In connection with the Annual Report of Lake Victoria Mining Company, Inc. (the “Company”) on Form 10-K for the fiscal year ended March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ming Zhu., 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: June 29, 2014	By: /s/ Ming Zhu
	Ming Zhu
	Chief Financial Officer
	(Principal Financial Officer and Principal
	Accounting Officer)

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