UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
February 9, 2010 (February 8, 2010)

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

NEVADA
(State or other jurisdiction of incorporation)

000-53291
(Commission File No.)

1781 Larkspur Drive
Golden, CO   80401
(Address of principal executive offices and Zip Code)

(303) 526-5100
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







 
 

 


ITEM 3.02
UNREGISTERED SALE OF EQUITY SECURITIES

On February 8, 2010, we sold 750,000 restricted shares of common stock to Heidi Kalenuik, one of our officers and directors, in consideration of $150,000.  Further, we granted Ms. Kalenuik the right to acquire an additional 750,000 shares of common stock at an exercise price of $1.25 per share.  We sold the foregoing securities to Ms. Kalenuik pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended.  The foregoing transaction took place outside the United States and Ms. Kalenuik is a non-US person.





SIGNATURES

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

Dated this 9th day of February, 2010.

 
LAKE VICTORIA MINING COMPANY, INC.
     
 
BY:
HEIDI KALENUIK
   
Heidi Kalenuik
   
Secretary, Treasurer and a member of the Board of Directors




















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