UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
S-1/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LAKE
VICTORIA MINING COMPANY, INC.
(Exact
name of registrant as specified in its charter)
NEVADA
(State
or other jurisdiction of incorporation or organization)
1000
Metal Mining
(SIC 0
Primary Standard Industrial Classified Code)
51-0628651
(I.R.S.
Employer Identification Number)
6805
Sundance Trail, Riverside, CA 92506
(951)
907-9911
(Address, including zip code, and telephone number, including area
code, of registrants principal executive offices)
PARSONS/BURNETT/BJORDAHL, LLP
2070
SKYLINE TOWER, 10900 NE 4
TH
STREET
BELLEVUE, WA 98004
(425)
451-8036
(Name,
address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of
commencement of proposed sale to the public:
As
soon as practicable after the effective date of this Registration Statement
If
any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [X]
If
this Form is filed to register additional securities for an offering pursuant t
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462© under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definitions of large accelerated filer, accelerated filer, and
smaller reporting company in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer
[
]
Accelerated
filer
[
]
Non-accelerated
filer
[
]
Smaller
reporting company
[X]
Calculation of Registration Fee
|
|
|
|
|
Title
of each Class of Securities To be Registered
|
Amount
to be registered
|
Proposed
maximum offering price per unit
(1)
|
Proposed
maximum aggregate offering price
|
Amount
of registration fee
|
Common
|
12,500,000
|
$
0.50
(2)
|
$
6,250,000
|
$
245.63
|
(1)
Estimated
solely for the purpose of computing the registration fee pursuant to Rule 457(o)
under the Securities Act.
(2)
Based
on the last reported sales price on the Over-The-Counter Bulletin Board, as of
July 11, 2008
The registrant hereby
amends this registration statement on such date or dates as may be necessary to
delay its effective date until the registrant shall file a further amendment
which specifically states that this registration statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933
or until the registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
SUBJECT
TO COMPLETION, Dated: ___________________
SELLING
STOCKHOLDERS PROSPECTUS
LAKE
VICTORIA MINING COMPANY, INC.
12,500,000
COMMON
STOCK
----------------
All of the shares of
Lake Victoria Mining Company, Inc. (Lake Victoria or the Company) common
stock, being offered through this Prospectus (the Shares) are being offered by
the Selling Shareholders. See the section entitled "Selling Shareholders."
The Company will not receive any proceeds from this Offering. The
Shares were acquired by the Selling Shareholders directly from the Company
pursuant to a private offering of common stock conducted by the Company which
was exempt from registration under Regulation S of the Securities Act of 1933.
The information in this Prospectus is not complete and may be changed.
These securities may not be sold until the registration statement filed
with the Securities and Exchange Commission (the SEC) is declared effective.
This Prospectus is not an offer to sell these securities and it is not a
solicitation to buy these securities in any state where such an offer or sale is
not permitted.
|
|
Securities
Being Offered
|
Up
to 12,500,000 shares of common stock (the Offering), offered by Selling
Shareholders, as listed herein.
|
Minimum
Number of Shares to be Sold in This Offering
|
None
|
Securities
Issued and to be Issued
|
All
of the common stock to be sold under this Prospectus will be sold by
existing shareholders.
|
Our common stock is
presently traded on Over-the-counter Bulletin Board (the OTC:BB) under the
symbol LVCA. The last reported sales price per share of our common stock
as reported by the OTCB:BB on July 11, 2008 was $0.51
The purchase of
the securities offered through this Prospectus involves a high degree of risk.
See section entitled "Risk Factors" on pages 5 - 10.
Neither the SEC
nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
1
TABLE OF CONTENTS
SUMMARY
3
SELECTED
FINANCIAL DATE
4
RISK
FACTORS
4
FORWARD-LOOKING
STATEMENTS
8
USE
OF PROCEEDS
8
DETERMINATION
OF OFFERING PRICE
8
DILUTION
8
SELLING
SHAREHOLDERS
8
PLAN
OF DISTRIBUTION
10
DESCRIPTION
OF SECURITIES
12
INTERESTS
OF NAMED EXPERTS AND COUNSEL
14
DETERMINATION
OF OFFERING PRICE
14
INFORMATION
WITH RESPECT TO THE REGISTRANT
14
Description
Of Business
14
Description
Of Property
25
Legal
Proceedings
26
Market
Price of and Dividends on the Registrants Common Equity and Related Stockholder
Matters
26
Financial
Stateme
nts
27
Plan
Of Operation
48
Changes
In And Disagreements With Accountants On Accounting And Financial
Disclosure
51
Directors,
Executive Officers, Promoters And Control Persons
51
Executive
Compensation
53
Security
Ownership Of Certain Beneficial Owners And Management
56
Transactions
with Related Persons, Promoters and Certain Control Persons
56
DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
57
Until __________, all
dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.
2
SUMMARY
The following summary
is only a shortened version of the more detailed information, exhibits and
financial statements appearing elsewhere in this Prospectus. Prospective
Investors (Investors) are urged to read this Prospectus in its entirety.
Lake Victoria
Mining Company, Inc.
We
were incorporated on March 14, 2007. We are an exploration stage corporation. An
exploration stage corporation is one engaged in the search for mineral deposits
or reserves which are not in either the development or production stage. We
intend to conduct exploration activities on one property located in Tanzania
(the Property). The Property consists of one mining license containing an area
of approximately 70.72 square kilometers. We intend to explore for gold on the
Property.
We
have no revenues, have incurred losses since inception, have no operations, have
been issued a going concern opinion and have relied upon the sale of our
securities and loans from our officers and directors to fund operations.
Our
administrative office is located at 6805 Sundance Trail, Riverside, California
92506, our telephone number is (951) 907-9911 and our registered statutory
office is located at 6100 Neil Road, Suite 500, Las Vegas, Nevada 89511. Our
fiscal year end is March 31. Our mailing address is 6805 Sundance Trail,
Riverside, California 92506.
The Offering
|
|
Securities
Being Offered
|
Up
to 12,500,000 shares of common stock (the Shares), offered by Selling
Shareholders, as listed herein (the Offering).
|
Securities
Issued Before the Offering
|
17,503,000
|
Securities
to be Outstanding After the Offering
|
17,503,000
|
Use
of Proceeds
|
We
will not receive any proceeds from the sale of the common stock by the
Selling Shareholders. See section entitled Use of
Proceeds
|
3
SELECTED FINANCIAL DATE
The
following financial information summarizes the more complete historical
financial information at the end of this prospectus.
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|
|
|
|
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As of March 31, 2008
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|
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As of Mach 31,2007
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(audited)
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(audited)
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Balance
Sheet
|
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Total
Assets
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$
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101,925
|
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$
|
300
|
Total
Liabilities
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$
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57,869
|
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$
|
30,020
|
Stockholders
Equity (Deficit)
|
$
|
44,056
|
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$
|
(29,720)
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|
|
Year Ended
|
|
|
Year Ended
|
|
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March 31, 2008
|
|
|
March 31, 2007
|
|
|
(audited)
|
|
|
(audited)
|
Income
Statement
|
|
|
|
|
|
Revenue
|
$
|
0
|
|
$
|
0
|
Total
Expenses
|
$
|
26,631
|
|
$
|
29,725
|
Net
Loss
|
$
|
(26,524)
|
|
$
|
(29,725)
|
RISK
FACTORS
An investment in our
common stock involves a high degree of risk. Investors should carefully
consider the risks described below and the other information in this Prospectus
and any other filings we may make with the SEC in the future before investing in
our common stock. If any of the following risks occur, our business, operating
results and financial condition could be materially and negatively effected. Our
common stock is currently quoted on the Over-The Counter Bulletin Board (the
OTC-BB), however the trading price of such common stock could decline due to
any of these risks, and Investors may lose part or all of their investment.
Please
consider the following risk factors before deciding to invest in our common
stock. The risk factors set forth herein do not purport to be the only
risk factors which may exist with respect to the Company, its business and/or
the Offering. Investors are encouraged to conduct a thorough analysis,
along with their investment, tax and legal advisors, of the Company, its
business, operations and this Offering
Risks
associated with Lake Victoria Mining Company, Inc.
We
have a limited plan of operation.
Our
current plan of operation is limited to the exploration of the Property to
determine if there is an ore body beneath the surface. Our current plans do not
contemplate removal of the ore. We have no plans or funds for ore removal.
Unless the Company develops and implements a plan of operations that
contemplates the generation of revenues, we will likely need to secure
additional funds through future offerings of our securities, debt or other
financing. We currently have no plans to secure additional funding, if
needed, and we are not assured of securing any additional
4
funding
on terms that are acceptable to the Company. In the event the Company is
unable to generate any revenues or secure additional funding we may be required
to cease active business operations which would likely have a materially
negative effect on the value of investments in the Company and/or Investors
ability to liquidate their investment in the Company.
The
probability of the Property producing any reserves is extremely
remote..
The
probability of an individual prospect ever having reserves is extremely remote.
In all probability the Property does not contain any reserves. A lack of
reserves will have a materially negative effect on the Companys ability to
generate any revenues. A lack of revenues may force the Company to alter
its business activities and/or cease active business operations which may result
in the loss of part or all of Investors investment in the Company.
We
lack an operating history and have losses which we expect to continue into the
future. As a result, we may have to suspend operations.
We
were incorporated on March 14, 2007, and we have not started our proposed
business operations or realized any revenues. We have no operating history upon
which an evaluation of our future success or failure can be made. Our net loss
since inception is $26,524. To achieve and maintain profitability and positive
cash flow we are dependent upon:
?
our
ability to locate a profitable mineral property
?
our
ability to generate revenues
?
our
ability to reduce exploration costs.
Based
upon current plans, we expect to incur operating losses in future periods. This
will happen because there are expenses associated with the research and
exploration of our mineral properties. As a result, we may not generate revenues
in the future. Failure to generate revenues may cause us to suspend active
business operations.
We
have limited capital which may affect its exploration activities.
The
Company lacks sufficient capital and as a result must limit its business and
exploration activities. As such we may not be able to complete an exploration
program that is as thorough as we would like. In that event, an existing ore
body may go undiscovered. The failure to discover a recoverable body of ore will
likely have a materially negative effect on the Companys ability to generate
revenues and continue actively conducting business operations. If the
Company fails to generate sufficient revenues to sustain its operations the
Company may be forced to seek additional sources of revenues, alter its business
operations and/or cease active operations.
Our
management devotes only limited time to our operations.
Because
our officers and directors have other outside business activities, they will
only be devoting a portion of their time to our operations. Mr. Roger
Newell, our President and CEO, will be devoting up to 40% of his time, or
approximately 16 hours per week. Mr. Ahmed will be devoting approximately
20% of his time, or approximately 8 hours per week. Ms. Heidi
5
Kalenuik,
our Secretary, Treasurer and Director, will devote approximately 15% of her
time, or approximately 6 hours per week. As a result, our operations may
be sporadic and occur at times which are not convenient to our officers and
directors. The limited ability of our management to devote time and effort to
our operations may have a negative effect on the Company and its ability to
implement its plan of operations currently and in the future. The
Companys business activities may suffer negative results due to its limited
operations which may include, but not be limited to, the failure to locate
recoverable deposits of ore, failure to locate financing necessary to extract
any ore that is located, failure to extract any ore that is located, and/or the
failure to take advantage of other business prospects which may become available
to the Company.
We
are dependant upon our Management.
We
have three officers and directors. We are entirely dependent upon them to
conduct our operations. If they should resign or die there will be no one to run
the company. Further, we do not have key man insurance. If that should occur,
until we find other persons to run the company, our operations will be suspended
or cease entirely.
Major
shareholders may exert undue influence over the direction of the
Company
A
major shareholder acquired stock in a series of transactions in which it now
owns a total of 17.14% of the issued and outstanding shares of the Companys
common stock. Subsequently, a change in management occurred allowing an
officer and director of our major shareholder to be appointed an officer and
director of the Company. There is a potential for affiliated shareholders
(shareholders owning more than 5% of the Companys common stock, or officers and
directors) to continue to exert influence over the actions taken by the
Companys officers and directors in pursuit of its business plan.
Political
unrest and governmental regulation
.
We
expect to explore, and eventually mine for gold and precious metals in Tanzania
and possible other countries. Consequently, any political, economic and
social unrest and/or instability in Tanzania may adversely affect our business
operations. In particular, instability in the mining regions of Tanzania could
result in a decrease in the availability of equipment, labor and other supplies
needed for the continued operation and growth of our business. It could also
lead to an increase in our purchasing costs and increased operating costs. This
may impair our business and we may have to cease or curtail our operations and
investors could lose their entire investment.
Risks
associated with this Offering:
1.
The
Companys affiliates control a significant percentage of the outstanding shares
of the Company and therefore have disproportionate control over the Companys
activities
Affiliates
beneficially own approximately 17.14% of the issued and outstanding shares of
our common stock. As a result of this ownership these affiliates could
exert a disproportionate amount of control over the Companys activities
including the election of members of the board of directors. Investors may
not agree with the control exerted over the Companys activities by
6
such
affiliates. As a result of the potential for control by affiliates,
Investors may have limited opportunity to affect the Companys business
activities.
2.
Lack of liquidity
.
The
Companys common stock price is currently quoted on the OTC:BB under the symbol
LVCA. However, there is currently a limited public market for our common
stock and we can provide no assurance to Investors that the market for our
common stock will be sustained. The Company cannot guarantee that any
Investor will find a willing buyer for its Company stock at any price, much less
a price that will result in the Investor realizing any profit on its investment
in Company shares.
There
may be limited opportunity for Investors to liquidate any of their holdings in
common stock of the Company. Trading volume may be insignificant and
Investors may be forced to hold their investment in Company shares for an
extended period of time. The lack of liquidity may also cause Investors to
lose part or all of their investment in the Shares.
3.
Our
Stock Price May Be Volatile
There is currently a
limited public market for our common stock and we can provide no assurance to
Investors that the market for our common stock will be sustained. If a
market is sustained, however, we anticipate that the market price of our common
stock will be subject to wide fluctuations in response to several factors,
including:
(1)
actual
or anticipated variations in our results of operations;
(2)
our
ability or inability to generate new revenues;
(3)
increased
competition; and
(4)
conditions
and trends in the mining industry.
Further, our stock
price may be impacted by factors that are unrelated or disproportionate to our
operating performance. These market fluctuations, as well as general
economic, political and market conditions, such as recessions, interest rates or
international currency fluctuations may adversely affect the market price of our
common stock.
4.
Penny Stock rules
.
The
Penny Stock Reform Act (Securities Exchange Act Sect. 3(a)(51A)) defines a penny
stock as an equity security that is not registered on a national stock exchange
or authorized for quotation on NASDAQ, and that sells for under $5.00 per share.
Lake Victoria Mining Company, Inc. will be considered a penny stock under
said Act. A purchase of a Penny Stock is an extremely high risk stock
purchase that could result in the entire loss of an individuals investment.
Since the Companys stock will be considered a penny stock, a
broker-dealer is required to provide a risk disclosure statement detailing the
inherent risks in investing in a penny stock to a customer prior to recommending
the sale of its stock. This could severely limit the ability to create a
market for shares of the Companys stock and make it difficult for an Investor
to liquidate his or her shares.
7
FORWARD-LOOKING STATEMENTS
This Prospectus
contains forward-looking statements that involve risks and uncertainties.
We use words such as anticipate, believe, plan, expect, future, intend and
similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements.
Our actual results could differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described in the Risk Factors section and elsewhere in this Prospectus.
USE
OF PROCEEDS
We will not receive
any proceeds from the sale of the Shares offered through this Prospectus by the
Selling Shareholders.
DETERMINATION OF OFFERING PRICE
Offering Price for
the common stock being registered was based on current trading prices, as
reported on the OTC:BB as of July 11, 2008. The Companys stock price is
quoted on the OTC:BB under the symbol LVCA.
DILUTION
The Shares to be sold
by the Selling Shareholders are shares of the Companys common stock that are
currently issued and outstanding. Accordingly, there will be no dilution
to our existing shareholders.
SELLING SHAREHOLDERS
The Selling
Shareholders named in this Prospectus are offering all of the 12,500,000 Shares
of common stock being offered hereby. The Shares include the following:
(A)
The
12,500,000 Shares of our common stock being offered under this Prospectus were
acquired from us in an offering completed on May 28, 2008, that was exempt from
registration under Regulation S of the Securities Act of 1933 (the Securities
Act).
The following table
provides, as of July 18, 2008, information regarding the beneficial ownership of
our common stock held by each of the Selling Shareholders, including:
(A)
the
number of shares, of common stock, owned by each prior to this Offering;
(B)
the
total number of Shares that are to be offered by each;
(C)
the
total number of shares, of common stock, that will be owned by each upon
completion of the Offering;
(D)
the
percentage of total shares, of common stock, owned by each upon completion of
the Offering; and
8
(E)
the
identity of the beneficial holder of any entity that owns shares.
To the best of our
knowledge, the named parties in this table beneficially own and have sole voting
and investment power over all Shares or rights to their Shares. Also in
calculating the number of shares of our common stock that will be owned upon
completion of this Offering, we have assumed that none of the Selling
Shareholders sells shares of common stock not being offered in this Prospectus
or purchases additional shares of common stock, and have assumed that all Shares
offered are sold. We have based the percentage owned by each on 17,503,000
shares of common stock outstanding on June 27, 2008.
|
|
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|
|
Name and
Address of Selling Stockholder
|
Number of
Shares Owned Before the Offer
|
Total Number of
Shares to be Offered
|
Total Number of
Shares Owned After the Offer
|
Percentage
Owned After Offer
|
Werner
Hauser
Dorfstr. 22,
CH-8825 Hütten,
Switzerland
|
1,250,000
|
1,250,000
|
0
|
0%
|
Susan
Bossart
Attinghauserstr.
99 CH-6460
Altdorf, Switzerland
|
1,250,000
|
1,250,000
|
0
|
0%
|
Heinz
Hediger
Pfäffikonerstr
16, CH8834
Schindellegi, Switzerland
|
625,000
|
625,000
|
0
|
0%
|
Miriam
Mahler
Im Sunnebüel
11
CH-8800
Thalwil, Switzerland
|
625,000
|
625,000
|
0
|
0%
|
Andrea
Küttel
Beulweg 46
CH-8853 Lachen,
Switzerland
|
625,000
|
625,000
|
0
|
0%
|
Claudia
Reichmuth
Stutzstr. 9
CH-8834
Schindellegi, Switzerland
|
625,000
|
625,000
|
0
|
0%
|
Pius Gürber
Herrengasse
3
CH 6430 Schwyz,
Switzerland
|
625,000
|
625,000
|
0
|
0%
|
Walter
Enderli
Luzernstr.
21
CH-6363 Weggis,
Switzerland
|
625,000
|
625,000
|
0
|
0%
|
9
|
|
|
|
|
Marie-Theres
Fritschi
Wollerauerstr.
7
CH 8834
Schindellegi, Switzerland
|
1,600,000
|
1,600,000
|
0
|
0%
|
Johann
Bastian
Deuterstrasse
11B
D-86359
Neasäss, Switzerland
|
1,700,000
|
1,700,000
|
0%
|
0%
|
Alexander
Hoffmann
Baumgartner-Strasse
27
D-86161
Augsburg
Switzerland
|
1,700,000
|
1,700,000
|
0
|
0%
|
Roger
Mahler
Im Sunnebüel
11
CH-8800
Thalwil
Switzerland
|
1,250,000
|
1,250,000
|
0
|
0%
|
To our knowledge,
none of the Selling Shareholders:
(1)
has
had a material relationship with Lake Victoria, other than as a shareholder as
noted above, at any time within the past three years; or
(2)
has
ever been an officer or director of Lake Victoria, except as noted above.
None of the Selling
Shareholders are related to the directors or officers.
PLAN
OF DISTRIBUTION
The
Selling Shareholders and any of their respective pledgees, donees, assignees and
other successors-in-interest may, from time to time, sell any or all of their
shares of common stock on any stock exchange, market or trading facility on
which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The Selling Shareholders may use any one or more of
the following methods when selling shares:
·
ordinary brokerage transactions and transactions in which the
broker-dealer solicits the purchaser;
·
block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction;
·
purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
·
an exchange distribution in accordance with the rules of the
applicable exchange;
·
privately-negotiated transactions;
·
short sales that are not violations of the laws and regulations of
any state or the United States;
·
broker-dealers may agree with the Selling Shareholders to sell a
specified number of such shares at a stipulated price per share;
10
·
through the writing of options on the Shares;
·
a combination of any such methods of sale; and
·
any other method permitted pursuant to applicable law.
The
Selling Shareholders may also sell shares under Rule 144 under the Securities
Act, if available, rather than under this Prospectus. The Selling Shareholders
shall have the sole and absolute discretion not to accept any purchase offer or
make any sale of shares if they deem the purchase price to be unsatisfactory at
any particular time.
The
Selling Shareholders may also engage in short sales against the box, puts and
calls and other transactions in our securities or derivatives of our securities
and may sell or deliver shares in connection with these trades.
The
Selling Shareholders or their respective pledgees, donees, transferees or other
successors in interest, may also sell the Shares directly to market makers
acting as principals and/or broker-dealers acting as agents for themselves or
their customers. Such broker-dealers may receive compensation in the form
of discounts, concessions or commissions from the Selling Shareholders and/or
the purchasers of shares for whom such broker-dealers may act as agents or to
whom they sell as principal or both, which compensation as to a particular
broker-dealer might be in excess of customary commissions. Market makers and
block purchasers purchasing the Shares will do so for their own account and at
their own risk. It is possible that a Selling Shareholder will attempt to sell
shares of common stock in block transactions to market makers or other
purchasers at a price per share which may be below the then market price. The
Selling Shareholders cannot assure that all or any of the Shares offered in this
Prospectus will be issued to, or sold by, the selling stockholders. The selling
stockholders and any brokers, dealers or agents, upon effecting the sale of any
of the Shares offered in this Prospectus, may be deemed to be "underwriters" as
that term is defined under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, or the rules and regulations under
such acts. In such event, any commissions received by such broker-dealers or
agents and any profit on the resale of the Shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
We are
required to pay all fees and expenses incident to the registration of the
Shares, including fees and disbursements of counsel to the Selling Shareholders,
but excluding brokerage commissions or underwriter discounts.
The
Selling Shareholders, alternatively, may sell all or any part of the Shares
offered in this Prospectus through an underwriter. No Selling Shareholder has
entered into any agreement with a prospective underwriter and there is no
assurance that any such agreement will be entered into.
The
Selling Shareholders may pledge their shares to their brokers under the margin
provisions of customer agreements. If a Selling Shareholder defaults on a margin
loan, the broker may, from time to time, offer and sell the pledged shares.
The Selling Shareholders and any other persons participating in the sale
or distribution of the Shares will be subject to applicable provisions of the
Securities Exchange Act of 1934, as amended, and the rules and regulations under
such act, including, without limitation, Regulation M. These provisions may
restrict certain activities of,
11
and limit the timing of purchases and sales of any of the Shares
by, the Selling Shareholders or any other such person. In the event that
the Selling Shareholders are deemed affiliated purchasers or distribution
participants within the meaning of Regulation M, then the Selling Shareholders
will not be permitted to engage in short sales of common stock. Furthermore,
under Regulation M, persons engaged in a distribution of securities are
prohibited from simultaneously engaging in market making and certain other
activities with respect to such securities for a specified period of time prior
to the commencement of such distributions, subject to specified exceptions or
exemptions. In regards to short sells, the Selling Shareholder can only
cover its short position with the securities they receive from us upon
conversion. In addition, if such short sale is deemed to be a stabilizing
activity, then the Selling Shareholder will not be permitted to engage in a
short sale of our common stock. All of these limitations may affect the
marketability of the Shares.
We have
agreed to indemnify the Selling Shareholders, or their transferees or assignees,
against certain liabilities, including liabilities under the Securities Act of
1933, as amended, or to contribute to payments the Selling Shareholders or their
respective pledgees, donees, transferees or other successors in interest, may be
required to make in respect of such liabilities.
If the
Selling Shareholders notify us that they have a material arrangement with a
broker-dealer for the resale of the common stock, then we would be required to
amend the registration statement of which this Prospectus is a part, and file a
prospectus supplement to describe the agreements between the Selling Shareholder
and the broker-dealer.
DESCRIPTION OF SECURITIES
Common
Stock
Our
authorized capital stock consists of 100,000,000 shares of common stock, par
value $0.00001 per share. The holders of our common stock:
?
have
equal ratable rights to dividends from funds legally available if and when
declared by our board of directors;
?
are
entitled to share ratably in all of our assets available for distribution to
holders of common stock upon liquidation, dissolution or winding up of our
affairs;
?
do
not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights; and
?
are
entitled to one non-cumulative vote per share on all matters on which
stockholders may vote.
Non-cumulative
Voting
Holders
of shares of our common stock do not have cumulative voting rights, which means
that the holders of more than 50% of the outstanding shares, voting for the
election of directors, can elect all of the directors to be elected, if they so
choose, and, in that event, the holders of the remaining shares will not be able
to elect any of our directors.
12
Cash
Dividends
As
of the date of this Prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our board of directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
Preferred
Stock
We
are authorized to issue 100,000,000 shares of preferred stock with a par value
of $0.00001 per share. The terms of the preferred shares is at the discretion of
the board of directors. Currently no preferred shares are issued and
outstanding.
Anti-Takeover
Provisions
There
are no Nevada anti-takeover provisions that may have the affect of delaying or
preventing a change in control. Sections 78.378 through 78.3793 of the Nevada
Revised Statutes relates to control share acquisitions that may delay to make
more difficult acquisitions or changes in our control, however, they only apply
when we have 200 or more stockholders of record, at least 100 of whom have
addresses in the state of Nevada appearing on our stock ledger and we do
business in this state directly or through an affiliated corporation. None of
the foregoing events seems likely will occur. Currently, we have no Nevada
shareholders and it is unlikely that following this Offering we will have 200
shareholders, 100 or more of which reside in Nevada. Further, we do not do
business in Nevada directly or through an affiliate corporation and we do not
intend to do business in the state of Nevada in the future. Accordingly, there
are no anti-takeover provisions that have the affect of delaying or preventing a
change in our control.
Reports
We
are not required to furnish you with an annual report. Further, we will not
voluntarily send you an annual report. We are required to file reports with the
SEC under section 15(d) of the Securities Act. The reports are filed
electronically. The reports we are required to file are Forms 10-K, 10-Q, and
8-K. You may read copies of any materials we file with the SEC at the SECs
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain
copies of the reports we file electronically. The address for the Internet site
is www.sec.gov.
Stock
Transfer Agent
Our
stock transfer agent for our securities will be Pacific Stock Transfer Company,
500 East Warm Springs Road, Suite 240, Las Vegas, Nevada 89119 and its telephone
number is (702) 361-3033.
13
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel
named in this Prospectus as having prepared or certified any part of this
Prospectus or having given an opinion upon the validity of the securities being
registered or upon other legal matters in connection with the registration or
offering of our common stock was employed on a contingency basis, or had, or is
to receive, in connection with the Offering, a substantial interest, direct or
indirect, in the registrant or any of its parents or subsidiaries. Nor was
any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
DETERMINATION OF OFFERING PRICE
Parsons/Burnett/Bjordahl,
LLP, our independent counsel, has provided an opinion on the validity of our
common stock.
The financial
statements included in this Prospectus and the registration statement have been
audited by Williams & Webster, P.S., Certified Public Accountants, to the
extent and for the periods set forth in their report appearing elsewhere in this
document and in the registration statement filed with the SEC, and are included
in reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.
INFORMATION WITH RESPECT TO THE REGISTRANT
We
were incorporated in the State of Nevada on March 14, 2007. We are an
exploration stage corporation. An exploration stage corporation is one engaged
in the search for mineral deposits or reserves which are not in either the
development or production stage. We intend to conduct exploration activities on
one property. We maintain our statutory registered agents office at The
Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada
89511 and our business office is located at 6805 Sundance Trail, Riverside,
California 92506. This is our mailing address as well. Our telephone number is
(951) 907-9911. David Gamache, a former offier, supplies this office space on a
rent-free basis.
There
is no assurance that a commercially viable mineral deposit exists on the
property and further exploration will be required before a final evaluation as
to the economic feasibility is determined.
We
have no plans to change our business activities or to combine with another
business, and are not aware of any events or circumstances that might cause its
plans to change.
Description Of
Business
We
acquired a license to explore the Property from Uyowa Gold Mining and
Exploration Company Limited, P.O. Box 3167, Dar es Salaam, Tanzania.
14
On
June 3, 2008, Lake Victoria Mining Company, Inc. agreed to a fourth amendment to
the Mineral Property Purchase/Option Agreement dated April 1, 2007, between Lake
Victoria Mining Company and Uyowa Gold Mining and Exploration Limited.
The
parties have mutually agreed to a Fourth Amendment Agreement that in summary
contains the following material changes:
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1.
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The
number of days or the date for the cash and shares payment (Initial
Payment Date) has been amended and must occur no later than August 31,
2008.
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2.
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The
payment amount has been increased from $20,000 USD to $75,000
USD.
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3.
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The
option to acquire a 100% interest in and to the property has been amended
to an option to acquire an 80% interest in and to the property.
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4.
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Schedule
C "Production and Pre Production Agreement" has be amended to a new
Schedule C "Exploration Commitments" and commits Lake Victoria to perform
a total of $1,600,000 in exploration work over a forty-eight month period
from the "Initial Payment Date".
|
Additionally
the Company must complete the issuance of 10% of our share capital on the
Initial Payment Date, performing on a best efforts basis Schedule B and agreeing
to the Exploration Commitments of Schedule C.
We
have no revenues, have incurred losses since inception, no operations, have been
issued a going concern opinion and have relied upon the sale of our securities
and loans from our officers and directors to fund operations.
We
have no plans to change our business activities or to combine with another
business, and are not currently aware of any imminent events or circumstances
that might cause us to change our plans.
The
Property is unencumbered and there are no competitive conditions which affect
the Property. Further, there is no insurance covering the Property and we
believe that no insurance is necessary since the Property is unimproved.
To
date we have not performed any work on the Property. We are presently in the
exploration stage and we cannot guarantee that a commercially viable mineral
deposit, a reserve, exists in the Property until further exploration is done and
a comprehensive evaluation concludes economic and legal feasibility.
There
are no native land licenses that affect title to the Property. We have no plans
to interest other companies in the property if mineralization is found.
Licenses
The
following is a list of tenure number, license, date of recording and expiration
date of the license:
15
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Date
of
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Date
of
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Number
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Document
Description
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Recording
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Expiration
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2747/2004
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Certificate of
Acknowledgement
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May 25,
2007
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May 25,
2014
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Location and
Access
The
license PL2747/2004 was granted by the Ministry of Energy and Minerals to Uyowa
Gold Mining and Exploration Company Limited on May 25, 2007 for a period of
seven years with the intention of doing exploration. The license is owned 100%
by Uyowa Gold Mining and Exploration Company Limited and with the present
agreement the license will be optioned 80% to Lake Victoria Mining Company, Inc.
Lake Victoria Mining Company, Inc. is a recently formed company in the state of
Nevada, United States. No royalties or other encumbrances exist with respect to
this property.
The
Property is situated in Magu District, Mwanza region (Figs.1) in northern
Tanzania, approximately 1,200 km northwest of Dar es Salaam by road. The area
can be reached by moving northeastwards from Mwanza city on the all-weather
Mwanza-Magu-Bunda sealed road that continues northwards to Musoma. From Itongo
village on this road, which is 125 km from Mwanza, the license area can be
reached by moving southeastwards on a secondary road for a distance of 6 km.
Both Magu and Bunda are Districts headquarters.
Physiography
The
climate of the area is humid tropical, with two distinct seasons - wet and dry.
A rainy season occurs from November to May. Most rainfall (approximately 90%)
occurs within the months of February and April. The mean annual day temperature
in the area is 26
o
C but the nights are cooler. A pleasant dry season
starts from June. The Nyanzian rocks and Neogene superficials produce open
grassy country, extensively cultivated and grazed. Over the granitic rock most
of the primary vegetation has been cleared leaving some open woodland and thick
bush only on the steeper hillsides.
The
most conspicuous topographic features in the adjacent area are the large Ngasamo
and Wamangola Hills to the south, formed by ultra basic intrusive rocks, with
intervening flat stretches of grass. The shearing in the granitic rocks
bordering the Ndabaka Plains to the south in the Kalemela-Ilundu-Ngamwili area
is evidence that the depression containing the plains is a graben. The license
area constitutes the northern extremity of the extensive and mature land surface
of Sukumaland to the South. The license area is adequately drained by the NW-SE
flowing Lutubiga stream together with various other tributaries emanating from
the generally E-W flowing Ramadi River. All rivers in the area flow into the
Duma River to the South that finally pours its waters into Lake Victoria. The
drainage is structurally controlled as they follow joints, shear zones and other
internal structures such as foliation. Outcrops in the area are scarce as much
of the area is covered with extensive areas of recent alluvium and
colluviums.
16
Geology
Planar
flow structures are observed in the SW part of the PL, and in the central and
southeastern parts of the PL. Vertical joints also occur in the central part of
the PL. A major NE-trending linear feature observed from the Lutubiga area
within the adjacent Kalemela PL to the south coincides with the nyanzian
amphibolite outcrops in the central part of the PL. Minor NW-trending linear
features also do occur. Amphibolites dip at about 70° to the NE. A dolerite
(pigeonitic) dyke thought to be of post Bukoban age occurs on the central south
part of the PL.
The
most significant single structural element in the region, the Suguti shear, is
located further to the north and east, and lies within a broad, 2-3 km wide,
eluviated depression. It has been inferred that the small faults within the PL
area are offshoots of this structure and are believed to be economically
significant. The Suguti Shear is controlled by a major crustal lineament and
that the influence of this structure extends beyond the greenstone belt.
The
synorogenic rocks in the area have a well-developed system of jointing as
evidenced from aerial photographs. Planar flow structure is vertical with a
general E-W trend. The longest feature appears to be on alignment with
outcropping Nyanzian rocks within the PL. metamorphic grade throughout the
region is low and probably falls within the range of prehnite pumpelite or lower
greenschist facies. Linear fabric, and distortion of primary or syndepositional
features such as quartz eyes, pyroclastic fragments and amygdaloidal cavities
has not occurred and the regional structural fabric is therefore of low strain.
Despite this, accumulated evidence from air photography show that the
greenstones are quite heavily deformed in some areas.
All
of the documented gold occurrences in the South Eastern Lake Victoria Goldfields
(SELVG) lie mostly within the Nyanzian formation. Experience in Western
Australia indicates that there are at least four significant deformation
(mineralizing) events and none of these are formation/lithology specific, i.e.
gold deposits are found in varying rock types of different ages within the
Archaean (Hammond & Nisbet, 1992).
There
are several significant observations that can help in the understanding of the
tectonic evolution of the Tanzanian Shield. These are listed below in what is
considered to be the chronological order of events:
(i)
The base of the Nyanzian System (comprising basalts and porphyries) lies
uncomformably over the granite/gneiss. Shearing and gold mineralization crossing
the stratigraphic boundary (e.g. Maji Moto) indicates that this contact is not a
simple unconformity. The presence of basal conglomerates, porphyries, etc.
implies that in places the contact may be a lag fault (extensional).
(ii)
The presence of garnetiferous amphibolites (at Maji Moto) indicates that lower
grade metamorphic lithologies have been juxtaposed with higher grade units. This
is likely to have been achieved by faulting of low grade metamorphic rocks,
moving them down through the stratigraphy to lie with higher grade rocks in
large extensional systems, i.e. lag faults.
17
(iii)
The basic volcanic suite that comprises the Nyanzian system is clearly post
basin- opening. Numerous papers quote the development of shear zones, alteration
and gold mineralization through this sequence. The tectonic activity may be
synextensional or due to thrusting and stacking as the basin closed. As the
foliations within the Nyanzian system are layer parallel, it is likely that the
now principal E-W foliation throughout the shield was developed as a consequence
of this deformation event.
(iv)
The Kavirondian sediments unconformably overlie the Nyanzian System. The
presence of conglomerates and differing age granites indicate that there was
another extensional phase once the Nyanzian System was established.
(v)
The emplacement of large granitic domes, E-W in orientation, and also E-W
orientated greenstone belts indicate that the entire sequence appears to have
been compressed from north to south. In some areas e.g. the Sukumaland, the
greenstone belts wrap around the granite/gneiss dome (s) (Mhina & Borg,
1990). This wrap around feature is probably a relict plunging antiform.
(vi)
The emplacement of syn- and post-orogenic felsic intrusive bodies. The intrusion
of such features commonly accompanies significant tectonic activity. Many
intrusives of this nature may enter dilational sites and jogs within the
evolving greenstone/granite terrains. Some of these features may be
mineralized.
Local
(Deposit) Geology
The
local (prospect) geology of the license area is as shown in Figure 2.
Amphibolites-
Nyanzian (Archaean)
The
Nyanzian emphibolites form isolated outcrops forming an E-W band across the
center of the PL. The dominant rock type is plagioclase amphibolites with albite
and actionolite as the major mineral constituents and with epidotic,
clinozoisite and tremolite, whilst accessory and secondary minerals include
quartz, magnetite, ilmenite, sphene chlorite and calcite. Plagioclase
amphibolite is the more predominant than zoisite amphibolites.
Syn-tectonic
Acid Plutonic Rocks Precambrian
These
rocks underlie most of the Kisesa, Mkula and Kijeleshi areas making up the
southern half of the PL. They are sub-divided into granite, biotite granodiorite
and hornblende granodiorite. The granite and biotite granodiorite are generally
grey, coarse-to medium-grained holocrystalline rocks, composed of primary
quartz, oligoclase and microcline, accessory biotite, magnetite, ilmenite,
sphene, epidote and apatite; the biotite is usually partly altered to chlorite.
Secondary sericite and kaolinitic minerals are present. These rocks that are in
places sheared are mostly obscured by colluvium and eluvium of Neogene age.
Synorogenic rocks have a well-developed system of jointing which is particularly
evident on air photographs. Planar flow structure is usually vertical with a
general E-W trend.
18
Late
Orogenic Granites Precambrian
The
late-orogenic granite is pink, coarse- or fine-grained (cf. microgranite) and
holocrystalline. The late-orogenic granites appear to be sharply delimited from
the synorogenic rocks; outcrops, though limited in extent, generally form rugged
prominent topographical features.
Minor
Intrusives- Precambrian
Occurrences
of metadolerite and appinite generally form features of low relief with
occasional outcrops. They are partly altered dark-green medium-grained rocks
that appear to form a gradational series. The metadolerite shows partial
development of hornblende porphyroblasts that are characteristic of the
appinite.
Mbuga
Neogene
This
covers the northern half of the PL and consists of heavy, dark, Mbuga clay soils
in an area thought to be underlain by both granitic and Nyanzian rocks.
History
There
is no record or evidence of previous exploration or operations on the
Property.
MAP
1
19
20
MAP
2
Supplies
Competition
and unforeseen limited sources of supplies in the industry could result in
occasional spot shortages of supplies, such as dynamite, and certain equipment
such as bulldozers and excavators that we might need to conduct exploration. We
have not attempted to locate or negotiate with any suppliers of products,
equipment or materials. We will attempt to locate products, equipment and
materials after this offering is complete. If we cannot find the products and
equipment we need, we will have to suspend our exploration plans until we do
find the products and equipment we need.
Our
Proposed Exploration Program
Our
exploration target is to find an ore body containing gold. Our success depends
upon finding mineralized material. This includes a determination by our
consultant if the Property contains
21
reserves.
. Mineralized material is a mineralized body, which has been delineated by
appropriate spaced drilling or underground sampling to support sufficient
tonnage and average grade of metals to justify removal. If we dont find
mineralized material or we cannot remove mineralized material, either because we
do not have the money to do it or because it is not economically feasible to do
it, we may suspend active business operations and you may lose part or all of
your investment in the Company.
In
addition, we may not have enough money to complete our exploration of the
Property. If it turns out that we have not raised enough money to complete our
exploration program, we will try to raise additional funds from additional
offerings of our securities or via debt financing. At the present time, we have
not made any plans to raise additional money and there is no assurance that we
would be able to raise additional money in the future. In we need additional
money and cant raise it, we may have to suspend active business operations.
We
must conduct exploration to determine what amount of minerals, if any, exist on
our Property and if any minerals which are found can be economically extracted
and profitably processed.
The
Property is undeveloped raw land. Exploration and surveying has not been
initiated. To our knowledge, the Property has never been mined. The only event
that has occurred is the acquisition of the Property from Uyowa Gold Mining and
Exploration Company Limited and the physical examination of the Property by
Daniel Malinga and Ishegize Abdul Ishegize, private consultants and qualified
persons with extensive field experience. Before minerals retrieval can begin, we
must explore for and find mineralized material. After that has occurred, we have
to determine if it is economically feasible to remove the mineralized material.
Economically feasible means that the costs associated with the removal of the
mineralized material will not exceed the price at which we can sell the
mineralized material. We cant predict what that will be until we find
mineralized material.
We
do not know if we will find mineralized material. We believe that activities
occurring on adjoining properties are not material to our activities. The reason
is that whatever is located under adjoining property may or may not be located
under the Property.
We
intend to implement an initial exploration program which consists of Geochemical
surveys such as rockchip/soil sampling and Geological mapping which should be
undertaken across faults inferred from the aeromagnetic lineaments. Mr. Ishegize
will determine where drilling will occur on the Property. Mr. Ishegize will
receive fees for his services. The samples will be tested to determine if
mineralized material is located on the Property. Based upon the initial
exploration program, we will determine if we will terminate operations; proceed
with additional exploration of the Property; or develop the Property. We intend
to take our samples to analytical chemists, geochemists and registered assayers
located in Manza, United Republic of Tanzania. We have not selected any of the
foregoing as of the date of this Prospectus.
We
estimate the cost of initial exploration program consisting of: gridding, soil
sampling, trenching, geological mapping, soil and rock assays report writing and
all accommodations and travel to be $34,320.
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The
breakdowns were made in consultation with Mr. Ishegize.
We
do not intend to interest other companies in the Property if we find mineralized
materials. We intend to try to develop the reserves ourselves through the use of
consultant. We have no plans to interest other companies in the Property if we
do not find mineralized material.
If
we are unable to complete exploration because we do not have enough money, we
will suspend active operations until we locate and secure additional sources of
funding. If we cannot or do not locate and secure additional funding, we may be
forced to suspend active business operations.
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 control over minerals are vested in the United Republic of Tanzania.
Prospecting for the mining of 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, which are also those
applicable to us are:
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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 and
gemstones, for a period of three years. Thereafter, the license is renewable for
two further periods of two years each. On each renewal of a prospecting license,
50 percent of the area covered by the license must be relinquished. Before
application is made for a prospecting license, a prospecting reconnaissance for
a maximum area of 5,000 square kilometers is issued for a period of two years
after which a three-year prospecting license is applied for. 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 3-2-2-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, both
of which confer on the holder thereof the exclusive right to conduct mining
operations in or on the area
23
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 a further period of 25 years. 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, it can apply for
a retention license which will entitle the holder thereof to apply for a special
mining license when it 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
assigned by the holder thereof to another person, except for 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.
A
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
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 laws dealing with environmental matters relating to the
exploration and development of mining properties. The goals are to protect the
environment through a series of regulations affecting:
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1.
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Health
and Safety
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2.
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Archaeological
Sites
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3.
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Exploration
Access
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We
are responsible to provide a safe working environment, not disrupt
archaeological sites, and conduct our activities to prevent unnecessary damage
to the Property.
We
will secure all necessary permits for exploration and, if development is
warranted on the Property, will file final plans of operation before we start
any mining operations. We anticipate no discharge of water into an active
stream, creek, river, lake or any other body of water regulated by environmental
law or regulation. We do not anticipate disturbing or otherwise negatively
affecting any endangered species. Restoration of the disturbed land will be
completed according to law. All holes, pits and shafts will be sealed upon
abandonment of the Property. It is difficult to estimate the cost of compliance
with the environmental law since the full nature and
24
extent
of our proposed activities cannot be determined until we start our operations
and know what that will involve from an environmental standpoint.
We
are in compliance with the act and will continue to comply with the act in the
future. We believe that compliance with the act will not adversely affect our
business operations in the future.
Exploration
stage companies have no need to discuss environmental matters, except as they
relate to exploration activities. The only cost and effect of compliance with
environmental regulations in Tanzania is returning the surface to its previous
condition upon abandonment of the property. We believe the cost of reclamation
will be between $3,000 and $5,000. We have not currently allocated any funds for
the reclamation of the Property.
Employees
We
intend to use the services of subcontractors for manual labor exploration work
on the Property.
Employees
and Employment Agreements
At
present, we have no full-time employees. Our two officers and three directors
are part-time employees and each will devote a portion of their time to our
operation. Mr. Roger Newell, our President and CEO, will be devoting up to 40%
of his time, or approximately 16 hours per week. Mr. Ahmed will be
devoting approximately 20% of his time, or approximately 8 hours per week.
Ms. Heidi Kalenuik, our Secretary, Treasurer and Director, will devote
approximately 15% of her time, or approximately 6 hours per week. Our
officers and directors do not have employment agreements with us. We presently
do not have pension, health, annuity, insurance, stock options, profit sharing
or similar benefit plans; however, we may adopt plans in the future. There are
presently no personal benefits available to our officers and directors. David
Gamache will handle our administrative duties.
Research and
Development Expenditures
We have not incurred
any research or development expenditures since our incorporation.
Subsidiaries
We do not have any
subsidiaries.
Description Of
Property
We maintain our
statutory registered agents office at The Corporation Trust Company of Nevada,
6100 Neil Road, Suite 500, Reno, Nevada 89511 and our business office is located
at 6805 Sundance Trail, Riverside, California 92506. This is our mailing address
as well. Our telephone number is (951) 907-9911. David Gamache, a former
officer, supplies this office space on a rent-free basis.
25
Legal
Proceedings
We are not currently
a party to any legal proceedings.
Market Price of
and Dividends on the Registrants Common Equity and Related Stockholder
Matters
Market information
Lake Victorias common stock is quoted on the Over the Counter
Electronic Bulletin Board ("OTC:BB") under the symbol, "LVCA.OB". Trading in the
common stock in the Over-the-Counter market has been limited and sporadic and
the quotations set forth below are not necessarily indicative of actual market
conditions. These quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not necessarily reflect actual
transactions. Lake Victoria commenced quotation on the OTC on February 13, 2008.
Set forth below is the range of high and low bid information for each quarter
since that time as provided by "Otcbb.com" information centre website:
|
|
|
Quarter
|
High
|
Low
|
2008
Second Quarter (As of June 27, 2008)
|
$1.00
|
$0.012
|
2008
First Quarter
|
$1.00
|
$0.02
|
2007
Fourth Quarter (From March 3, 2008)
|
$0.12
|
$0.12
|
Holders of Our
Common Stock
As of the date of
this prospectus statement, we have approximately 64 registered shareholders.
Registration
Rights
Other than the Shares
being Offered hereby, we have no outstanding shares of common stock or any other
securities to which we have granted registration rights.
Dividends
There are no
restrictions in our articles of incorporation or bylaws that restrict 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
26
(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. We do not plan to declare any dividends in the foreseeable
future.
Rule 144
Shares
A total of 4,000,000
shares of our common stock became available for resale to the public after
March, 2008, in accordance with the volume and trading limitations of Rule 144
of the Act. In general, under Rule 144 as currently in effect, a person
who is an affiliate of a company and has beneficially owned shares of a
company's common stock for at least six months is entitled to sell within any
three month period a number of shares that does not exceed the greater of:
1.
1% of the number of shares of the company's common stock then
outstanding, which equals approximately 17,503,000 shares in our company as of
the date of this Prospectus; or
2.
the average weekly trading volume of the company's common
stock during the four calendar weeks preceding the filing of a notice on Form
144 with respect to the sale.
Sales under Rule 144
are also subject to manner of sale provisions and notice requirements and to the
availability of current public information about the company.
As of the date of
this Prospectus, none of our officers and directors held any shares that may be
sold pursuant to Rule 144.
Financial
Statements
The following
statements are included herewith:
Audited
Financial Statements for the Years Ended March 31, 2008 and 2007
Unaudited
Interim Financial Statements for the Quarter Ended June 30, 2008
27
|
|
|
ITEM
8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
|
|
|
|
INDEX
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-1
|
FINANCIAL
STATEMENTS
|
|
Balance Sheets
|
F-2
|
Statement of Operations
|
F-3
|
Statement of Stockholders'
Deficit
|
F-4
|
Statement of Cash Flows
|
F-5
|
NOTES
TO THE FINANCIAL STATEMENTS
|
F-6
|
28
Williams & Webster, P.S.
Certified Public Accountants & Business
Consultants
Board
of Directors
Lake Victoria Mining Company, Inc.
Riverside, California
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We
have audited the accompanying balance sheets of Lake Victoria Mining Company,
Inc. (an exploration stage company) as of March 31, 2008 and 2007, and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the year ended March 31, 2008 and for the periods from March 14, 2007
(Inception) to March 31, 2008 and 2007. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Lake Victoria Mining Company, Inc.
as of March 31, 2008 and 2007, and the results of its operations and its cash
flows for the year ended March 31, 2008 and for the periods from March 14, 2007
(Inception) to March 31, 2008 and 2007, in conformity with accounting principles
generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2, the Company has
sustained substantial operating losses since inception and has limited cash
resources. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans regarding those matters also are
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
WILLIAMS
& WEBSTER, P.S.
Williams & Webster, P.S.
Certified Public
Accountants
Spokane, Washington
June 10, 2008
29
30
|
|
|
|
|
|
|
|
LAKE
VICTORIA MINING, INC.
|
|
|
|
|
|
|
|
(
AN EXPLORATION STAGE COMPANY)
|
|
|
|
|
|
|
|
BALANCE
SHEETS
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
March 31,
|
|
|
|
2008
|
|
|
|
2007
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Cash
|
$
|
101,925
|
|
|
$
|
300
|
|
Total
Current Assets
|
|
101,925
|
|
|
|
300
|
|
|
PROPERTY AND EQUIPMENT,
NET
|
|
-
|
|
|
|
-
|
|
|
TOTAL
ASSETS
|
$
|
101,925
|
|
|
$
|
300
|
|
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
Accounts payable
|
$
|
2,580
|
|
|
$
|
-
|
|
Accrued expenses
|
|
1,290
|
|
|
|
9,600
|
|
Advances payable - related
party
|
|
53,920
|
|
|
|
20,420
|
|
Other Payables
|
|
79
|
|
|
|
-
|
|
Total Current Liabilities
|
|
57,869
|
|
|
|
30,020
|
|
|
COMMITMENTS
AND CONTINGENCIES
|
|
-
|
|
|
|
-
|
|
|
STOCKHOLDERS'
EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
Preferred stock, $0.00001 par
value: 100,000,000
|
|
-
|
|
|
|
-
|
|
authorized, no shares
outstanding
|
|
|
|
|
|
|
|
Common stock, $0.00001 par
value;
|
|
|
|
|
|
|
|
100,000,000 shares authorized,
5,003,000 and 4,000,000
|
|
|
|
|
|
|
|
shares issued and outstanding,
respectively
|
|
50
|
|
|
|
40
|
|
Additional paid-in capital
|
|
100,290
|
|
|
|
-
|
|
Subscription receivable
|
|
(35
|
)
|
|
|
(35
|
)
|
Accumulated deficit during
exploration stage
|
|
(56,249
|
)
|
|
|
(29,725
|
)
|
Total stockholders' Equity
(Deficit)
|
|
44,056
|
|
|
|
(29,720
|
)
|
|
TOTAL
LIABILITIES AND
|
|
|
|
|
|
|
|
STOCKHOLDERS EQUITY
(DEFICIT)
|
$
|
101,925
|
|
|
$
|
300
|
|
The accompanying notes are an integral part of these financial
statements.
F-2
31
|
|
|
|
|
|
|
|
|
|
|
|
LAKE
VICTORIA MINING, INC.
|
|
|
|
|
|
|
|
|
|
|
|
(
AN EXPLORATION STAGE COMPANY)
|
|
|
|
|
|
|
|
|
|
|
STATEMENT
OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period from
|
|
|
|
For the Year
|
|
|
|
For the Year
|
|
|
|
March 14, 2007
|
|
|
|
Ended
|
|
|
|
Ended
|
|
|
|
(Inception) to
|
|
|
|
March 31, 2008
|
|
|
|
March 31, 2007
|
|
|
|
March 31, 2008
|
|
|
|
|
REVENUE
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
General and
administrative expenses
|
|
26,631
|
|
|
|
29,725
|
|
|
|
56,356
|
|
|
Total
operating expense
|
|
26,631
|
|
|
|
29,725
|
|
|
|
56,356
|
|
|
LOSS
FROM OPERATIONS
|
|
(26,631
|
)
|
|
|
(29,725
|
)
|
|
|
(56,356
|
)
|
|
OTHER
INCOME(EXPENSES)
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
107
|
|
|
|
-
|
|
|
|
107
|
|
Total other
income
|
|
107
|
|
|
|
-
|
|
|
|
107
|
|
|
LOSS
BEFORE TAXES
|
|
(26,524
|
)
|
|
|
(29,725
|
)
|
|
|
(56,249
|
)
|
|
INCOME
TAX EXPENSE
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
NET
LOSS
|
$
|
(26,524
|
)
|
|
$
|
(29,725
|
)
|
|
$
|
(56,249
|
)
|
|
NET
LOSS PER COMMON SHARE,
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND
DILUTED
|
$
|
(0.01
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
WEIGHTED
AVERAGE NUMBER
|
|
|
|
|
|
|
|
|
|
|
|
OF COMMON SHARES
OUTSTANDING,
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND
DILUTED
|
|
4,502,915
|
|
|
|
1,333,333
|
|
|
|
4,535,538
|
|
The accompanying
notes are an integral part of these financial statements.
F-3
32
LAKE
VICTORIA MINING COMPANY, INC.
CONDENSED NOTES TO
THE FINANCIAL STATEMENTS
June
30, 2008
(Unaudited)
.
NOTE
1 DESCRIPTION OF BUSINESS
Lake
Victoria Mining Company, Inc. (hereinafter the Company) was incorporated March
14, 2007 under the laws of the State of Nevada.
The
principal business of the Company is to search for mineral deposits or reserves
which are not in either the development or production stage. The Company is an
exploration stage corporation that intends to conduct exploration activities on
a gold property located in Tanzania. This property consists of one mining
license for an area of approximately 70.72 square kilometers.
The
Companys administrative office is located in Riverside, California. The
Companys year-end is March 31.
The
foregoing unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Regulation S-B as
promulgated by the Securities and Exchange Commission (SEC).
Accordingly, these financial statements do not include all of the
disclosures required by generally accepted accounting principles in the United
States of America for complete financial statements. These unaudited
interim financial statements should be read in conjunction with the Companys
audited financial statements for the year ended March 31, 2008, included in the
Companys Form 10 KSB filing. In the opinion of management, the unaudited
interim financial statements furnished herein include all adjustments, all of
which are of a normal recurring nature, necessary for a fair statement of the
results for the interim period presented. Operating results for the three
month period ended June 30, 2008 are not necessarily indicative of the results
that may be expected for the full year.
The
preparation of financial statements in accordance with generally accepted
accounting principles in the United States of America requires the use of
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities known to exist as
of the date the financial statements are published, and the reported amounts of
revenues and expenses during the period. Uncertainties with respect to such
estimates and assumptions are inherent in the preparation of the Companys
financial statements; accordingly, it is possible that the actual results could
differ from the estimates and assumptions and could have a material effect on
the reported amounts of the Companys financial position and results of
operations.
NOTE
2 SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
This
summary of significant accounting policies of Lake Victoria Mining Company, Inc.
are presented to assist in understanding the Companys financial statements. The
financial statements and notes are representations of the Companys management,
which is responsible for their integrity and objectivity.
44
LAKE
VICTORIA MINING COMPANY, INC.
CONDENSED NOTES TO
THE FINANCIAL STATEMENTS
June
30, 2008
(Unaudited)
.
These
accounting policies conform to accounting principles generally accepted in the
United States of America, and have been consistently applied in the preparation
of the financial statements.
Accounting Method
The
Companys financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America.
Cash
and Cash Equivalents
For
purposes of the statement of cash flows, the Company considers all short-term
debt with original maturities of three months or less to be equivalent.
Derivative Instruments
The
Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities (hereinafter SFAS No. 133), as amended by SFAS No. 137,
Accounting for Derivative Instruments and Hedging Activities Deferral of the
Effective Date of FASB No. 133, and SFAS No. 138, Accounting for Certain
Derivative Instruments and Certain Hedging Activities, and SFAS No. 149,
Amendment of Statement 133 on Derivative Instruments and Hedging Activities.
These statements establish accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities.
If
certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (i) the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk
or (ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change.
At June
30, 2008, the Company has not engaged in any transactions that would be
considered derivative instruments or hedging activities.
Earnings Per Share
The
Company has adopted Statement of Financial Accounting Standards No. 128, which
provides for calculation of "basic" and "diluted" earnings per share. Basic
earnings per share includes no dilution and is computed by dividing net income
(loss) available to common shareholders by the weighted average common shares
outstanding for the period. Diluted earnings per share reflect the potential
dilution of securities that could share in the earnings of an entity similar to
fully diluted earnings per share. Basic and diluted losses per share were the
same, at the reporting dates, as there were no common stock equivalents
outstanding.
Exploration Stage
45
LAKE
VICTORIA MINING COMPANY, INC.
CONDENSED NOTES TO
THE FINANCIAL STATEMENTS
June
30, 2008
(Unaudited)
.
The
Company has been in an exploration stage since its formation and has not
realized any revenues from operations. It is primarily engaged in searching for
mineral deposits or reserves which are not in either the development or
production stage.
Fair
Value of Financial Instruments
The
Company's financial instruments as defined by Statement of Financial Accounting
Standards No. 107, "Disclosures about Fair Value of Financial Instruments,"
include cash, trade accounts receivable, and accounts payable and accrued
expenses. All instruments are accounted for on a historical cost basis, which,
due to the short maturity of these financial instruments, approximates fair
value at June 30, 2008.
Income Taxes
Income
taxes are provided based upon the liability method of accounting pursuant to
Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes (hereinafter SFAS No.109). Under this approach, deferred income taxes
are recorded to reflect the tax consequences in future years of differences
between the tax basis of assets and liabilities and their financial reporting
amounts at each year-end. A valuation allowance is recorded against deferred tax
assets if management does not believe the Company has met the more likely than
not standard imposed by SFAS No. 109 to allow recognition of such an asset.
Use
of Estimates
The
process of preparing financial statements in conformity with accounting
principles generally accepted in the United States of America requires the use
of estimates and assumptions regarding certain types of assets, liabilities,
revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements. Accordingly,
upon settlement, actual results may differ from estimated amounts.
Going Concern
As
shown in the accompanying financial statements, the Company had an accumulated
deficit of $75,190 incurred through June 30, 2008. The Company has no revenues,
limited cash and losses from operations. Management intends to seek additional
capital from new equity securities offerings that will provide funds needed
begin the exploration for gold. These plans, if successful, will mitigate the
factors which raise substantial doubt about the Companys ability to continue as
a going concern. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary in the event
the Company cannot continue in existence. The Company anticipates that it will
need $100,000 to continue in existence for the following twelve months. The
Company expects to be able to control its cash outflows based upon funds
received.
Mineral Properties
Costs
of acquiring mineral properties are capitalized by project area upon purchase of
the associated claims. Costs to maintain the mineral rights and leases are
expensed as incurred.
46
LAKE
VICTORIA MINING COMPANY, INC.
CONDENSED NOTES TO
THE FINANCIAL STATEMENTS
June
30, 2008
(Unaudited)
.
When a
property reaches the production stage, the related capitalized costs will be
amortized, using the units of production method on the basis of periodic
estimates of ore reserves.
Mineral
properties are periodically assessed for impairment of value and any diminution
in value.
On May
25, 2007, license 2747/2004 was granted by the Ministry of Energy and Minerals
to Uyowa Gold Mining and Exploration Company Limited for the period of seven
years with the intention of conducting exploration.
The
license is owned 100% by Uyowa Gold Mining and Exploration Company Limited and
with the present agreement (see Note 3) the license will be optioned 80%
interest to Lake Victoria Mining Company, Inc. No royalties or other
encumbrances exist with respect to this property.
NOTE 3 - MINERAL
PROPERTY PURCHASE/OPTION AGREEMENT
On
April 1, 2007, the Company signed mineral property purchase/option agreement to
acquire a license to explore the property from Uyowa Gold Mining and Exploration
Company Limited, P.O. Box 80079, Dar es Salaam, Tanzania. Under the terms of the
license, the Company is able to acquire 100% interest in the property by
contracting its own geologist, paying the owner $20,000 (Initial Payment Date)
within a maximum of 100 days of the Initial Signing Date and issuing 10% of
Company's share capital on the Initial Payment Date.
On June
3, 2008, Lake Victoria Mining Company, Inc. agreed to a fourth amendment to the
Mineral Property Purchase/Option Agreement dated April 1, 2007 between Lake
Victoria Mining Company and Uyowa Gold Mining and Exploration Limited.
The
parties have mutually agreed to a Fourth Amendment Agreement that in summary
contains the following material changes:
1.
The number of days or the date for the cash and shares payment
(Initial Payment Date) has been amended and must occur no later than August 31,
2008.
2.
The payment amount has been increased from $20,000 USD to $75,000
USD.
3. The option to acquire a 100% interest in and to the
property has been amended to an option to acquire an 80% interest in and to the
property.
4.
Schedule C "Production and Pre Production Agreement" has be
amended to a new Schedule C "Exploration Commitments" and commits Lake Victoria
to perform a total of $1,600,000 in exploration work over a forty-eight month
period from the "Initial Payment Date".
47
LAKE
VICTORIA MINING COMPANY, INC.
CONDENSED
NOTES TO THE FINANCIAL STATEMENTS
June
30, 2008
(Unaudited)
.
NOTE
4 CAPITAL STOCK
Preferred Stock
The
Company is authorized to issue 100,000,000 shares of preferred stock with a par
value of $0.00001. As of June 30, 2008, the Company has not issued any preferred
stock.
Common
Stock
The
Company is authorized to issue 100,000,000 shares of common stock. All shares
have equal voting rights, are non-assessable and have one vote per share. Voting
rights are not cumulative and, therefore, the holders of more than 50% of the
common stock could, if they choose to do so, elect all of the directors of the
Company.
On May 28, 2008, the company completed a
non-brokered Regulation S private placement of 12,500,000 shares of the
companys restricted common stock at $0.02 per share for cash of $250,000.
NOTE
5 RELATED PARTY TRANSACTIONS
As of
June 30, 2008 the Companys shareholder Kilimanjaro mining company Inc. loaned
the Company in the total amount of $53,500. This loan is noncollateralized and
due on demand.
At June
30, 2008, a former officer and director loaned the company $300, which is
uncollateralized and noninterest bearing, and paid expenses of $120 on behalf of
the Company.
During
the three months ended June 30, 2008, an officer and director paid expenses of
$223 on behalf of the Company.
NOTE 6
SUBSEQUENT EVENTS
On July
14, 2008, the Company made cash payment of $75,000 to acquire 80% interest of
Kalemela licenses PL2747/2004.
On July
23, 2008, the Company has signed an exploration services agreement with Geo Can
Resources Company Limited, Tanzania, to provide the initial exploration program
on Kalemela license.
48
Plan Of
Operation
We
are a start-up, exploration stage corporation and have not yet generated or
realized any revenues from our business operations.
Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our expenditures. This
is because we have not generated any revenues. Accordingly, cash must be raised
from other sources.
We
will be conducting research in the form of exploration of the property. Our
exploration program is explained in as much detail as possible in the business
section of this report. We are not going to buy or sell any plant or significant
equipment during the next twelve months.
Our
exploration target is to find an ore body containing gold. Our success depends
upon finding mineralized material. This includes a determination by our
consultant if the Property contains reserves. We have not selected a consultant
as of the date of this report and will not do so until our public offering is
successfully completed, if that occurs, of which there is no assurance.
Mineralized material is a mineralized body, which has been delineated by
appropriate spaced drilling or underground sampling to support sufficient
tonnage and average grade of metals to justify removal. If we dont find
mineralized material or we cannot remove mineralized material, either because we
do not have the money to do it or because it is not economically feasible to do
it, we will cease operations and you will lose your investment.
In
addition, we may not have enough money to complete our exploration of the
Property. If it turns out that we do not have enough money to complete our
exploration program, we will try to secure additional funds from alternate
sources. At the present time, we have not made any plans to raise additional
money and there is no assurance that we would be able to raise additional money
in the future. If we need additional money and cant raise it, we may have to
suspend active operations.
We
must conduct exploration to determine what amount of minerals, if any, exist on
our Property and if any minerals which are found can be economically extracted
and profitably processed.
The
Property is undeveloped raw land. To our knowledge, the Property has never been
mine.
We
will search for mineralized material. Mineralized material is an ore body, which
has been delineated by appropriate spaced drilling or underground sampling to
support sufficient tonnage and average grade of metals to justify removal.
Before minerals retrieval can begin, we must explore for and find mineralized
material. After that has occurred we have to determine if it is economically
feasible to remove the mineralized material. Economically feasible means that
the costs associated with the removal of the mineralized material will not
exceed the price at which we can sell the mineralized material. We cant predict
what that will be until we find mineralized material.
49
We
do not know if we will find mineralized material. We believe that activities
occurring on adjoining properties are not material to our activities. The reason
is that whatever is located under adjoining property may or may not be located
under the Property.
We
intend to implement an exploration program which consists of geochemical surveys
such as rockchip/soil sampling and geological mapping should be undertaken
across faults inferred from the aeromagnetic lineaments.
We
do not intend to interest other companies in the Property if we find mineralized
materials. We intend to try to develop the reserves ourselves through the use of
consultants. We have no plans to interest other companies in the Property if we
do not find mineralized material. To pay the consultant and develop the
reserves, we will need to secure additional funding through further offerings of
our securities or debt. As of the date of this Prospectus, we have no plans to
raise additional funds in the near future. Further, there is no assurance we
will be able to raise any additional funds even if we discover mineralized
material and a have a defined ore body.
If
we are unable to complete any phase of exploration because we dont have enough
money, we may need to suspend active business operations until additional
funding can be located and secured..
All
of the work on the Property will be conduct by unaffiliated independent
contractors that we will hire. The independent contractors will be responsible
for surveying, geology, engineering, exploration, and excavation. The geologists
will evaluate the information derived from the exploration and excavation and
the engineers will advise us on the economic feasibility of removing the
mineralized material.
Limited
Operating History; Need for Additional Capital
There
is no historical financial information about us upon which to base an evaluation
of our performance. We are an exploration stage corporation and have not
generated any revenues from operations. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources, possible delays in the exploration of our properties, and possible
cost overruns due to price and cost increases in services.
To
implement our business plan, we must conduct the research and exploration of the
Property before we can start any production of any minerals we may find.
We believe we have sufficient funds to carry out our plan of operations
for the next 12 months.
If
we need additional funding we have no assurance that future financing will be
available to us on acceptable terms. If financing is not available on
satisfactory terms, we may be unable to continue, develop or expand our
operations. Equity financing could result in additional dilution to then
existing shareholders.
50
Liquidity
and Capital Resources
We
believe that our cash on hand will be sufficient to sustain our activities for
the next twelve months. On October 17, 2007, the Company completed our
public offering selling 1,003,000 shares of common stock at a price of $0.10 per
share for cash of $100,300. These proceeds will be applied to the items set
forth in the Use of Proceeds section of our public offering. If our existing
cash is insufficient to sustain us for the near future and/or we have the need
for additional funding in order to advance our plan of operations we may be
forced to engage in additional offerings of our securities or to obtain debt
financing. There can be no assurances that the Company will be able to
obtain additional funding on any terms or on terms that are acceptable to the
Company.
We
have discussed this matter with our officers and directors and David Gamache, a
former officer and director, has agreed to advance funds as needed and has
agreed to pay the cost of reclamation of the property should mineralized
material not be found thereon. The foregoing agreement is oral, there is nothing
in writing to evidence the same. While Mr. Gamache has agreed to advance the
funds, the agreement is unenforceable as a matter of law, since there is no
consideration for the same. At the present time, we have not made any
arrangements to raise additional cash, other than through our public offering.
If we need additional cash and can't raise it we will either have to suspend
operations until we do raise the cash, or cease operations entirely. Other than
as described in this paragraph, we have no other financing plans.
We
acquired one license to explore the Property. We expect to start exploration
operations within the next 12 months.. As of the date of this Prospectus, we
have yet to begin exploration operations.
Since
inception, we have issued 5,003,000 shares of common stock for cash totaling
$100,305 and a subscription receivable of $35.
In
March 2007, 3,000,000 shares of common stock were issued to Kilimanjaro Mining
Company, Inc., a corporation owned and controlled by Heidi Kalenuik. Further, in
March 2007, 500,000 shares of common stock were issued to David Gamache, an
officer and director and 500,000 shares of common stock were issued to George
Lennox, a former officer and director. The 4,000,000 shares are restricted
securities, as defined in Rule 144 of the Rules and Regulations of the SEC
promulgated under the Securities Act. Under Rule 144, the shares can be publicly
sold, subject to volume restrictions and restrictions on the manner of sale,
commencing one year after their acquisition. Rule 144 provides that a person may
not sell more than 1% of the total outstanding shares in any three month period
and the sales must be sold either in a brokers transaction or in a transaction
directly with a market maker.
As
of December 31, 2007, our total assets were $112,524 and our total liabilities
were $59,040.
On
May 28, 2008, we completed the issuance of 12,500,000 of our common a non
brokered Regulation S private placement. We received proceeds of $250,000
from that offering. No commissions or fees were paid in connection with
that offering. Each purchaser represented to us that the purchaser was a
Non-US Person as defined in Regulation S.
51
Changes In And
Disagreements With Accountants On Accounting And Financial
Disclosure
We have had no
changes in or disagreements with our accountants.
Directors,
Executive Officers, Promoters And Control Persons
Officers
and Directors
On
June 26, 2008, Mr. Roger Newell was appointed to the Board of Directors and as
President and CEO., and Mr. David Gamache resigned from the Board of Directors
and as an officer of the Company. On June 28, 2008, MS. Heidi Kalenuik and
Mr. Ahmed Magoma were appointed to the Board of Directors, Ms. Kalenuik was
appointed as Secretary and Treasurer, and Mr. George Lennox resigned as a
director and as Secretary. Our current directors serve until their
successor is elected and qualified. Our officers are elected by the board of
directors to a term of one (1) year and serves until their successor is duly
elected and qualified, or until they are removed from office. The board of
directors has no nominating, auditing or compensation committees.
The
name, address, age and position of our present officers and directors are set
forth below:
|
|
|
Name and
Address
|
Age
|
Position(s)
|
Dr. Roger
Newell
|
65
|
President,
Chief Executive Office, Director
|
1781 Larkspur
Drive,
Golden,
Colorado
1-303-618-9982
|
|
|
|
|
|
|
Heidi
Kalenuik
|
41
|
Secretary,
Treasurer, Director
|
2-1071 West 7th
Avenue,
Vancouver, B.C.
V6H 1B2
1-604-719-2896
|
|
|
|
|
|
|
|
|
Ahmed A.
Magoma
|
41
|
Director
|
Box 80079,
Dar es Salaam,
Tanzania
|
|
|
|
|
|
The
persons named above have held their offices/positions since June, 2008 and are
expected to hold their offices/positions until the next annual meeting of our
stockholders and until their successors are elected the duly installed.
52
Background
of Officers and Directors
Dr. Roger
Newell
Roger Newell served
as a Vice President-Development and a Board Member of Capital Gold Corp. (CGLD)
from 2000 to 2007. As such he was responsible for much of Capital Golds
engineering and business development at El Chanate Gold, Mexico and continues to
serve on Capital Gold Corps Board of Directors. He also served as
President (2000 to 2006) of Capital Golds Mexican subsidiary, Minmera Santa
Rita.
Prior to this time at
Capital Gold, he served as Exploration Manager/Senior Geologists for the Newmont
Mining Company; Exploration Manager for Gold Fields Mining Company; and Vice
President-Development, for Western Exploration Company.
Most recently, Dr.
Newell joined the management team of Kilimanjaro Mining Company, Inc. (
www.kilimanjarominingcompany.com
), a
private company involved in the acquisition and exploration of highly
prospective resource properties in Tanzania, East Africa.
Mr. Ahmed
Magoma
has a BSc in geology from the University of Dar es Salaam (1992)
and 16 years experience in the mining industry, wherein he has held
progressively more responsible management and supervisory roles. He most
recently joined Kilimanjaro Mining Company, Inc., a private company involved in
the acquisition and exploration of highly prospective resource properties in
Tanzania, East Africa. In addition to being a director with Kilimanjaro,
Mr. Magoma is responsible for all resource property acquisitions and
explorations within Tanzania. His experience encompasses gold projects
from grassroots through to mining production. His field experience
included 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.
Mrs. Heidi
Kalenuik
, originally from South Africa, is also the founder and
President of Kilimanjaro Mining Company, Inc., a private company concentrated on
resource property acquisitions, exploration and joint ventures in the United
Republic of Tanzania. Kilimanjaro currently owns 11 prospective gold
projects comprised of over 50 unique licenses, in addition to its uranium
projects. Prior to Kilimanjaro, Mrs. Kalenuik was extensively involved in
the precious mineral industry, including seven years exclusively in the diamond
industry in South Africa. She has also worked for the past several
years with over 150 private and public companies in British Columbia, Canada.
The companies have included numerous resource companies.
During
the past five years, none of our officers or directors have been the subject of
the following events:
53
1.
Any bankruptcy petition filed by or against any business of which
they were 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.
3.
An order, judgment or decree, not subsequently reversed, suspended
or vacated, or any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting Messrs Gamache's and
Lennox's involvement in any type of business, securities or banking
activities.
4.
Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.
Conflicts
of Interest
At
the present time, we do not foresee a direct conflict of interest because we do
not intend to acquire any additional properties. The only conflict that we
foresee is the devotion of time of our officers and directors to projects that
do not involve us. In the event that any of them cease devoting time to our
operations, they have agreed to resign as officers and directors. We have no
policies relating to conflicts of interest.
Change
in Control
A
major shareholder acquired stock in a series of transactions in which it now
owns a total of 17.14% of the issued and outstanding shares of the Companys
common stock. Subsequently, a change in management occurred allowing an
officer and director of our major shareholder to be appointed an officer and
director of the Company. There is a potential for affiliated shareholders
(shareholders owning more than 5% of the Companys common stock, or officers and
directors) to continue to exert influence over the actions taken by the
Companys officers and directors in pursuit of its business plan.
Executive
Compensation
(a)
Following is a table detailing payments made to the Companys executive officers
for the past two years.
|
|
|
|
|
|
|
|
|
|
SUMMARY COMPENSATION TABLE
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock Awards
|
Option Awards
|
Non-Equity Incentive Plan Compen-sation
|
Change in Pension Value
and Non-qualified Deferred Compen-sation Earnings
|
All Other Compen-sation
|
Total
|
54
|
|
|
|
|
|
|
|
|
|
David
Gamache, President
1
|
2008
2007
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
George
Lennox, Secretary
2
|
2008
2007
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
Dr.
Roger Newell, President, CEO
3
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Heidi
Kalenuik, Secretary Treasurer
4
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
1)
Resigned
June 26, 2008
2)
Resigned
June 28, 2008
3)
Appointed
June 26, 2008
4)
Appointed
June 28, 2008
We
have no employment agreements with any of our officers. We do not
contemplate entering into any employment agreements until such time as we begin
profitable operations.
The
compensation discussed herein addresses all compensation awarded to, earned by,
or paid to our named executive officers.
There
are no other stock option plans, retirement, pension, or profit sharing plans
for the benefit of our officers and directors other than as described
herein.
|
|
|
|
|
|
|
|
|
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
|
Option Awards
|
Stock Awards
|
Name
|
Number of Securities Underlying Unexercised Options (#)
Exercisable
|
Number of Securities Underlying Unexercised Options (#)
Unexercisable
|
Equity Incentive Plan Awards; Number of Securities Underlying
Unexercised Unearned Options (#)
|
Option Exercise Price
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested
(#)
|
Market Value of Shares or Units of Stock That Have Not
Vested
|
Equity Incentive Plan Awards: Number of Unearned Shares,
Units or Other Rights That Have Not Vested
|
Equity Incentive Plan Awards: Market or Payout Value of
Unearned Shares, Units or Other Rights That Have Not Vested
|
David Gamache,
President
1
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
George Lennox,
Secretary
2
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Dr. Roger
Newell, President, CEO
3
|
|
|
|
|
|
|
|
|
|
55
|
|
|
|
|
|
|
|
|
|
Heidi Kalenuik,
Secretary Treasurer
4
|
|
|
|
|
|
|
|
|
|
1)
Resigned
June 26, 2008
2)
Resigned
June 28, 2008
3)
Appointed
June 26, 2008
4)
Appointed
June 28, 2008
|
|
|
|
|
|
|
|
DIRECTOR COMPENSATION
|
Name
|
Fees Earned or
Paid in Cash
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan Compensation
|
Change in
Pension Value and Nonqualified Deferred Compensation Earnings
|
All Other
Compensation
|
Total
|
David Gamache,
President
1
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
George Lennox,
Secretary
2
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Dr. Roger
Newell, President, CEO
3
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Heidi Kalenuik,
Secretary Treasurer
4
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Ahmed A.
Magoma
4
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
1)
Resigned
June 26, 2008
2)
Resigned
June 28, 2008
3)
Appointed
June 26, 2008
4)
Appointed
June 28, 2008
There are no annuity,
pension or retirement benefits proposed to be paid to officers, directors, or
employees of the corporation in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
corporation or any of its subsidiaries.
No remuneration is
proposed to be paid in the future directly or indirectly by the corporation to
any officer or director under any plan which presently exists. There are no
plans to increase the number of employees significantly over the next twelve
months.
Compensation
Discussion and Analysis
Director
Compensation
Members
of the Companys Board of Directors do not receive compensation, as such, at
this time.
56
Officer
Compensation
Officers
are not compensated at this time. However, all out of expenses incurred in
the performance of their duties will be reimbursed.
Stock Option
Grants
As of the date of
this Prospectus the Company has not granted any stock options
Employment
Agreements
We do not have any
employment or consultant agreement with any other officers, directors or
employees.
Security
Ownership Of Certain Beneficial Owners And Management
The following table
sets forth, as of July 15, 2008, the beneficial ownership of our common stock by
each of our officers and directors, by each person known by us to beneficially
own more than 5% of our common stock and by our officers and directors as a
group. Except as otherwise indicated, all shares are owned directly and
the percentage shown is based on 17,503,000 shares of common stock issued and
outstanding on July 15, 2008.
|
|
|
Name and
Address of Beneficial Owner
|
Number of
Shares of Common Stock
|
Percentage
Ownership of Common Stock
|
Dr. Roger
Newell, President, CEO[1]
|
0
|
0
|
Heidi Kalenuik,
Secretary Treasurer[4]
|
0
|
0
|
Ahmed A.
Magoma[2]
|
0
|
0
|
Directors and
Officers as a Group (3)
|
0
|
0
|
Kilimanjaro
Mining Company, Inc.
711 S. Carson
Street
Carson City, NV
89701
|
3,000,000
|
17.14%
|
1)
Appointed
June 26, 2008
2)
Appointed
June 28, 2008
Transactions
with Related Persons, Promoters and Certain Control Persons
In
March 2007, 3,000,000 shares of common stock were issued to Kilimanjaro Mining
Company, Inc., a corporation owned and controlled by Heidi Kalenuik; 500,000
shares of common stock were issued to David Gamache, a former officer and
director; and, 500,000 shares were issued to George Lennox, a former officer and
director. These were accounted for as an acquisition of shares of common stock
in the amount of $40.00.
57
Kilimanjaro
Mining Company, Inc., a corporation owned and controlled by Heidi Kalenuik,
advanced $20,000 (plus $7,500 on May 4, 2007, as a loan) to cover some initial
expenses. Kilimanjaro Mining Company, Inc. loaned the Company an
additional $33,500 during the quarter ended March 31, 2008, bringing the total
amount of the loan to $53,500.
As
of the date of this Prospectus, other than the shares issued to Kilimanjaro
Mining Company, Inc., a corporation owned and controlled by Heidi Kalenuik,
there have been no transactions or proposed transactions in the past two years
in which Lake Victoria was or is a party to a transaction which has materially
affected or will materially affect Lake Victoria in which any director,
promoter, executive officer or beneficial holder of more than 10% of the
outstanding common stock, or any of their respective relatives, spouses,
associates or affiliates, has had or will have any direct or indirect material
interest.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Our directors and
officers are indemnified as provided by the Nevada Revised Statutes and our
bylaws. We have been advised that in the opinion of the Securities and Exchange
Commission indemnification for liabilities arising under the Securities Act is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by
the court's decision.
58
PART
II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs
of this offering are as follows:
Securities
and Exchange Commission registration fee*
$
40
Transfer
Agent Fees
$
0
Accounting
fees and expenses
$
10,000
Legal
fees and expenses
$
10,000
-------------
Total
$
20,040
=======
--------------------------------------------------------------------------------------
* All amounts are
estimates other than the Commission's registration fee.
We are paying all
expenses of the offering listed above. No portion of these expenses will
be borne by the selling shareholders. The selling shareholders, however, will
pay any other expenses incurred in selling their common stock, including any
brokerage commissions or costs of sale.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and
directors are indemnified as provided by the Nevada Revised Statutes and our
bylaws.
Under the NRS,
director immunity from liability to a company or its shareholders for monetary
liabilities applies automatically unless it is specifically limited by a
company's articles of incorporation that is not the case with our Articles of
Incorporation. Excepted from that immunity are:
(1) a
wilful failure to deal fairly with the company or its shareholders in connection
with a matter in which the director has a material conflict of interest;
(2) a
violation of criminal law (unless the director had reasonable cause to believe
that his or her conduct was lawful or no reasonable cause to believe that his or
her conduct was unlawful);
(3) a
transaction from which the director derived an improper personal profit; and
(4)
wilful misconduct.
Our bylaws provide
that we will indemnify our directors and officers to the fullest extent not
prohibited by Nevada law; provided, however, that we may modify the extent of
such indemnification by individual contracts with our directors and officers;
and, provided, further, that we shall not be required to indemnify any director
or officer in connection with any proceeding (or part thereof) initiated by such
person unless:
59
(1) such
indemnification is expressly required to be made by law;
(2) the
proceeding was authorized by our Board of Directors;
(3) such
indemnification is provided by us, in our sole discretion, pursuant to the
powers vested us under Nevada law; or
(4) such
indemnification is required to be made pursuant to the bylaws.
Our bylaws provide
that we will advance all expenses incurred to any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was our director or officer,
or is or was serving at our request as a director or executive officer of
another company, partnership, joint venture, trust or other enterprise, prior to
the final disposition of the proceeding, promptly following request. This
advance of expenses is to be made upon receipt of an undertaking by or on behalf
of such person to repay said amounts should it be ultimately determined that the
person was not entitled to be indemnified under our bylaws or otherwise.
Our bylaws also
provide that no advance shall be made by us to any officer in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, if a
determination is reasonably and promptly made: (a) by the board of directors by
a majority vote of a quorum consisting of directors who were not parties to the
proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to our best interests.
RECENT SALES OF UNREGISTERED SECURITIES
During
the past three years, the registrant has sold the following securities which
were not registered under the Securities Act of 1933, as amended.
|
|
|
|
Name
and Address
|
Date
|
Shares
|
Consideration
|
David
Gamache
|
March 29, 2007
|
500,000
|
Cash of $5.00
|
6805
Sundance Trail
|
|
|
|
Riverside,
CA 92506
|
|
|
|
|
George
Lennox
|
March 29, 2007
|
500,000
|
Subscription receivable
|
8620
Berwick Road
|
|
|
of $5.00
|
Calgary,
Alberta T3K 1E6
|
|
|
|
|
Kilimanjaro
Mining Company, Inc. [1]
|
March 29, 2007
|
3,000,000
|
Subscription receivable
|
711
S. Carson Street
|
|
|
of $30.00
|
Carson
City NV 89701
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[1]
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Heidi
Kalenuik exercises voting and dispositive control over the shares of
common stock owned by Kilimanjaro Mining Company, Inc.
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We
issued the foregoing restricted shares of common stock to George Lennox pursuant
to Regulation S of the Securities Act of 1933. The sale of the shares to Mr.
Lennox took place outside the United States of America and Mr. Lennox is a
non-US persons as defined in Regulation S. Further, no commissions were paid to
anyone in connection with the sale of the shares and general solicitation was
not made to anyone. We issued the foregoing shares to David Gamache and
Kilimanjaro Mining Company, Inc. pursuant to section 4(2) of the Securities Act
of 1933. Mr. Gamache and Kilimanjaro Mining Company, Inc. are sophisticated
investors and were in possession of all material information relating to the
company. Further, no commissions were paid to anyone in connection with the sale
of the shares and general solicitation was not made by us.
On May 28, 2008, we
completed the issuance of 12,500,000 of our common a non brokered Regulation S
private placement. We received proceeds of $250,000 from that offering.
No commissions or fees were paid in connection with that offering.
Each purchaser represented to us that the purchaser was a Non-US Person as
defined in Regulation S. We did not engage in a distribution of these
offerings in the United States. Each purchaser represented their intention
to acquire the securities for investment only and not with a view toward
distribution. Appropriate legends were affixed to the stock certificates
issued in accordance with Regulation S. Each purchaser was given adequate
access to sufficient information about us to make an informed investment
decision. None of the securities were sold through an underwriter and
accordingly, there were no underwriting discounts or commissions involved. The
Selling Shareholders named in the Prospectus which forms a part of this
registration statement include all of the purchasers who purchased shares
pursuant to these Regulation S offerings.
EXHIBITS
The following
exhibits are included in this registration statement.
EXHIBIT
NUMBER
DESCRIPTION
----------
-----------
3.1
Articles
of Incorporation*
3.2
By-Laws*
4.1
Specimen
Certificate*
5.1
Opinion
of Parsons/Burnett/Bjordahl, LLP, with consent to use
23.1
Consent
of Accountant
23.2
Consent
of Parsons/Burnett/Bjordahl, LLP (included in Exhibit 5.1)
*Previously filed as
exhibits to Form SB-2, filed June 26, 2007, SEC File No. 333-144051.
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UNDERTAKINGS
The undersigned
Registrant hereby undertakes to:
(1) File, during any
period in which it offers or sells securities, a post-effective amendment to
this registration statement to:
(i)
Include any prospectus required by, Section 10(a)(3) of the Securities Act;
(ii)
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii)
Include any additional or changed material information on the plan of
distribution.
(2) For determining
liability under the Securities Act, treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) File a
post-effective amendment to remove from registration any of the securities that
remain unsold at the end of the offering.
(4) For determining
liability of the undersigned small business issuer under the Securities Act to
any purchaser in the initial distribution of the securities, the undersigned
small business issuer undertakes that in a primary offering of securities of the
undersigned small business issuer pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned small business issuer will
be a seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned small business
issuer relating to the offering required to be filed pursuant to Rule 424
(§230.424 of this chapter);
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of
the undersigned small business issuer or used or referred to by the undersigned
small business issuer;
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(iii)
The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned small business issuer or
its securities provided by or on behalf of the undersigned small business
issuer; and
(iv)
Any other communication that is an offer in the offering made by the undersigned
small business issuer to the purchaser.
Each prospectus filed
pursuant to Rule 424(b)(§230.424(b) of this chapter) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A
of this chapter), shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Golden, State of Colorado, on August
25, 2008.
LAKE
VICTORIA MINING COMPANY, INC.
/s/
Dr. Roger Newell
Dr.
Roger Newell, President, Chief Executive Officer, Principal Financial Officer,
Principal Accounting Officer
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
/s/
Dr. Roger Newell
Dr.
Roger Newell, President, Chief Executive Officer, Principal Financial Officer,
Principal Accounting Officer
/s/
Heidi Kalenui
Heidi
Kalenuik, Secretary, Treasurer, Director
/s/
Ahmed A. Magoma
Ahmed
A. Magoma, Director
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