SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A-1
| [X] | QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009 |
| | |
| | OR |
| | |
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 000-53291
LAKE VICTORIA MINING COMPANY, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
1781 Larkspur Drive
Golden, CO 80401
(Address of principal executive offices, including zip code.)
(303) 586-1390
(telephone number, including area code)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-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 Rep Company | [X] |
| | (Do not check if smaller reporting company) | | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 66,201,849 as of August 17, 2009.
TABLE OF CONTENTS
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| Item 4. | | 3 |
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| Item 6. | | 3 |
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The reason for this amendment is to restate our position on our controls and procedures in Item 4.
PART I. FINANCIAL INFORMATION
ITEM 4. CONTROLS AND PROCEDURES.
Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that the Company concluded its internal controls were ineffective because fundamental elements of our company’s control environment were not present, including an independent board oversight and review of financial reporting. The financial processes and procedures and internal control procedures are performed by the Board. There exists a significant overlap between manage ment and the Board of Directors. Additionally, due to insufficient staffing and the lack of full time personnel, it was not possible to ensure appropriate segregation of duties between incompatible functions. Once funding is deemed to be adequate, these controls will be strengthened to make the internal control environment more effective and efficient.
There were no changes in our internal control over our financial reporting during the quarter ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over our financial reporting.
PART II. OTHER INFORMATION
The following documents are included herein:
| | | Incorporated by reference | |
| Exhibit Number | Document Description | Form | Date | Number | Filed herewith |
| 2.1 | Stock Exchange Agreement With Kilimanjaro Mining Company, Inc. And Their Selling Shareholders. | 10-Q | 11/23/09 | 2.1 | |
| 3.1 | Articles of Incorporation. | SB-2 | 6/26/07 | 3.1 | |
| 3.2 | Bylaws. | SB-2 | 6/26/07 | 3.2 | |
| 3.3 | Memorandum And Articles Of Association Of Lake Victoria Resources (T) Limited. | 10-Q | 11/23/09 | 3.1 | |
| 4.1 | Specimen Stock Certificate. | SB-2 | 6/26/07 | 4.1 | |
| 10.1 | License. | SB-2 | 6/26/07 | 4.1 | |
| 10.2 | Amendment to License Agreement, dated June 3, 2008. | 10-K | 6/26/08 | 10.2 | |
| 10.3 | Option Agreement with Geo Can Resources Company Limited. | 10-K | 7/14/09 | 10.3 | |
| 10.4 | Binding Letter Agreement with Kilimanjaro Mining Company Inc. | 10-K | 7/14/09 | 10.4 | |
| 10.5 | Consulting Services Agreement With Stocks That Move. | 10-Q | 11/23/09 | 10.1 | |
| 10.6 | Consulting Agreement With Robert Lupo. | 10-Q | 2/22/10 | 10.1 | |
| 10.7 | Addendum to the Consulting Agreement with Robert Lupo. | 10-Q | 2/22/10 | 10.2 | |
| 10.8 | Finder’s Fee Agreement with Robert A. Young and The RAYA Group. | 10-K | 7/14/10 | 10.1 | |
| 10.9 | Termination of the Consulting Agreement with Robert Lupo. | 10-K | 7/14/10 | 10.2 | |
| 10.10 | Consulting Agreement with Clive Howard Matthew King. | 10-K | 7/14/10 | 10.3 | |
| 14.1 | Code of Ethics. | 10-K | 6/26/08 | 14.1 | |
| 31.1 | Certification of Principal Executive Office and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002. | | | | X |
| 32.1 | Certification of Chief Executive Office and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002. | | | | X |
| 99.2 | Audit Committee Charter. | 10-K | 6/26/08 | 99.2 | |
| 99.3 | Disclosure Committee Charter. | 10-K | 6/26/08 | 99.3 | |
In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 7th day of September, 2010.
| | LAKE VICTORIA MINING COMPANY, INC. |
| | |
| | BY: | ROGER A NEWELL |
| | | Roger A. Newell |
| | | President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and a member of the Board of Directors |
| | | Incorporated by reference | |
| Exhibit Number | Document Description | Form | Date | Number | Filed herewith |
| 2.1 | Stock Exchange Agreement With Kilimanjaro Mining Company, Inc. And Their Selling Shareholders. | 10-Q | 11/23/09 | 2.1 | |
| 3.1 | Articles of Incorporation. | SB-2 | 6/26/07 | 3.1 | |
| 3.2 | Bylaws. | SB-2 | 6/26/07 | 3.2 | |
| 3.3 | Memorandum And Articles Of Association Of Lake Victoria Resources (T) Limited. | 10-Q | 11/23/09 | 3.1 | |
| 4.1 | Specimen Stock Certificate. | SB-2 | 6/26/07 | 4.1 | |
| 10.1 | License. | SB-2 | 6/26/07 | 4.1 | |
| 10.2 | Amendment to License Agreement, dated June 3, 2008. | 10-K | 6/26/08 | 10.2 | |
| 10.3 | Option Agreement with Geo Can Resources Company Limited. | 10-K | 7/14/09 | 10.3 | |
| 10.4 | Binding Letter Agreement with Kilimanjaro Mining Company Inc. | 10-K | 7/14/09 | 10.4 | |
| 10.5 | Consulting Services Agreement With Stocks That Move. | 10-Q | 11/23/09 | 10.1 | |
| 10.6 | Consulting Agreement With Robert Lupo. | 10-Q | 2/22/10 | 10.1 | |
| 10.7 | Addendum to the Consulting Agreement with Robert Lupo. | 10-Q | 2/22/10 | 10.2 | |
| 10.8 | Finder’s Fee Agreement with Robert A. Young and The RAYA Group. | 10-K | 7/14/10 | 10.1 | |
| 10.9 | Termination of the Consulting Agreement with Robert Lupo. | 10-K | 7/14/10 | 10.2 | |
| 10.10 | Consulting Agreement with Clive Howard Matthew King. | 10-K | 7/14/10 | 10.3 | |
| 14.1 | Code of Ethics. | 10-K | 6/26/08 | 14.1 | |
| 31.1 | Certification of Principal Executive Office and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002. | | | | X |
| 32.1 | Certification of Chief Executive Office and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002. | | | | X |
| 99.2 | Audit Committee Charter. | 10-K | 6/26/08 | 99.2 | |
| 99.3 | Disclosure Committee Charter. | 10-K | 6/26/08 | 99.3 | |
