---

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

FORM 10-Q

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

For the quarterly period ended June 30, 2011

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

For the transition period from _________to ________

Commission File No. 000-53291

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

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

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

604.681.9635
(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

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2

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date:
As of August 15, 2011, there were 97,458,733 shares of common stock, par value $0.00001, outstanding.

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3

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

June 30, 2011

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

F-1

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Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Consolidated Balance Sheets

(Expressed in US dollars)

		June 30,			March 31,
		2011			2011
		$			$
		(Unaudited)			(Audited)
ASSETS
Current Assets
Cash		1,560,654			2,282,902
Advances and deposits (Note 3(e))		41,738			32,684
Amounts receivable (Note 7(e))		616,246			256,968
Advances to related party (Note 3)		–			499,043
Total Current Assets		2,218,638			3,071,597
Short-term Investments (Note 4 and 11(d))		880,000			–
Property and Equipment (Note 5)		112,170			103,302
Mineral Properties (Note 7)		464,000			–
Total Assets		3,674,808			3,174,899
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable		200,713			212,721
Accounts payable to related party (Note 3)		–			624,773
Accrued expenses		–			119,540
Other payables (Note 6)		15,810			4,386
Total Liabilities		216,523			961,420
Commitments (Note 10)
Subsequent Events (Note 11)
Stockholders’ Equity
Preferred Stock, 100,000,000 shares authorized, $0.00001 par value; No shares issued and outstanding (Note 8)		–			–
Common Stock, 250,000,000 shares authorized, $0.00001 par value; 97,485,733 shares issued and outstanding (March 31, 2011 - 96,346,900) (Note 8)		975			964
Additional Paid-in Capital		15,928,464			15,620,475
Common Stock and Warrants Issuable (Notes 8(c))		–			35,000
Accumulated other comprehensive loss		(110,000	)		–
Deficit Accumulated During the Exploration Stage		(12,361,154	)		(13,442,960	)
Total Stockholders’ Equity		3,458,285			2,213,479
Total Liabilities and Stockholders’ Equity		3,674,808			3,174,899

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

F-2

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Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Consolidated Statements of Operations

(Expressed in US dollars)

(Unaudited)

								Accumulated From
								December 11, 2006
		Three Months Ended						(Date of Inception) to
		June 30,						June 30,
		2011			2010			2011
		$			$			$
Revenue		–			–			–
Expenses
Amortization and depreciation		7,125			5,775			45,227
Exploration costs (Note 7)		53,056			104,453			3,065,966
General and administrative		68,825			30,441			2,026,127
Impairment of mineral property acquisition costs		–			–			11,143,091
Management and director fees		5,000			31,500			529,017
Professional and consulting fees		100,025			312,316			3,395,644
Salaries		144,987			24,783			288,669
Stock-based compensation		–			–			1,593,989
Travel and accommodation		24,638			16,721			357,269
Total Operating Expenses		403,656			525,989			22,444,999
Operating Loss		(403,656	)		(525,989	)		(22,444,999	)
Other Income (Expenses)
Gain on long-term investments		–			–			5,000
Foreign exchange loss		(3,163	)		(1,470	)		(88,927	)
Interest income		1,204			943			9,791
Interest expense		–			(106	)		(1,045	)
Loss on debt settlement		–			–			(63,752	)
Other income		–			–			15,900
Income from options granted on mineral properties (Note 7)		1,487,423			–			1,487,423
Total Other Income (Expenses)		1,485,464			(633	)		1,364,390
Net Income (Loss)		1,081,808			(526,622	)		(21,080,609	)
Net loss attributable to non-controlling interest		–			–			8,719,455
Net Income (Loss) Attributable to the Company		1,081,808			(526,622	)		(12,361,154	)
Other Comprehensive Income (Loss)
Unrealized holding loss on other investment (Note 4)		(110,000	)		–			(110,000	)
Net Comprehensive Income (Loss)		971,808			(526,622	)		(12,471,154	)
Net Earnings (Loss) Per Share – Basic and Diluted		0.01			(0.01	)
Weighted Average Shares Outstanding		96,472,046			69,020,764

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

F-3

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Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Expressed in US dollars)

(Unaudited)

		Three Months Ended
		June 30,
		2011			2010
		$			$
Operating Activities
Net Income (Loss)		1,081,808			(526,622	)
Adjustments to reconcile net loss to cash used in operating activities
Amortization and depreciation		7,125			5,775
Share payment for consulting services		48,900			77,200
Share payments received for options granted on mineral properties		(990,000	)		–
Changes in operating assets and liabilities:
Increase in advances and deposits		(30,904	)		(26,484	)
Increase in amounts receivable		(337,429	)		–
Decrease in amounts due to related parties		(125,730	)		–
Increase in notes payable		–			11,522
Decrease in accounts payable		(12,008	)		(31,036	)
Decrease in accrued expenses		(119,539	)		–
Increase (Decrease) in other payables		11,423			(10,209	)
Net Cash Used In Operating Activities		(466,354	)		(499,854	)
Investing Activities
Acquisition of property and equipment		(15,994	)		(1,143	)
Cash payment for acquisition of mineral properties		(239,900	)		–
Net Cash Used In Investing Activities		(255,894	)		(1,143	)
Financing Activities
Proceeds from issuance of stock, net		–			625,870
Net Cash Provided By Financing Activities		–			625,870
Net (Decrease) Increase In Cash		(722,248	)		124,873
Cash at Beginning of Period		2,282,902			955,401
Cash at End of Period		1,560,654			1,080,274
Non-cash Investing and Financing Activities
Stock issued for services		48,900			–
Stock issued for subscription receivable		–			20,000
Stock issued to settle debt		230,227			–
Stock issued for mineral interest acquisition costs		224,100			–
Share payments received for options granted on mineral properties		990,000			–
Supplemental Disclosures
Interest paid		–			106
Income taxes paid		–			–

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

F-4

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Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2011

(Expressed in US dollars)

(Unaudited)

1.	Nature of Operations
	Lake Victoria Mining Company, Inc. (the “Company”) was incorporated on December 11, 2006 under the laws of the State of Nevada. The Company’s administrative office is located in Vancouver, Canada. The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company has been in the exploration stage since inception and has not yet realized any revenues from its planned operations.
	The principal business of the Company is to search for mineral deposits or reserves which are not in either the development or production stage. The Company is conducting exploration activities on gold and uranium properties located in Tanzania.
	As of June 30, 2011, none of the Company’s mineral property interests had proven or probable reserves as determined under the requirements of SEC Industry Guide No. 7. Planned principal activities have not yet begun. The ability of the Company to emerge from the exploration stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional debt or equity financing and/or attain profitable mining operations. As shown in the accompanying financial statements, the Company has an accumulated deficit of $12,361,154 incurred through June 30, 2011. The Company has no revenues. Management intends to seek additional capital from new equity securities offerings that will provide funds needed to continue the exploration for gold and uranium. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern. The Company expects to be able to meet its necessary cash outflows for the next twelve months from working capital.

2.	Summary of Significant Accounting Policies
	a)	Basis of Presentation and Interim Financial Statements
		These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Kilimanjaro Mining Company, Inc. (“Kilimanjaro”), Lake Victoria Resources Company, (T) Ltd., Jin 179 Company Tanzania Ltd. and Chrysons 197 Company Tanzania Ltd. Significant intercompany accounts and transactions have been eliminated. The Company’s fiscal year-end is March 31.
		These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended March 31, 2011, included in the Company’s Annual Report on Form 10- K filed July 14, 2011 with the SEC.
		The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at June 30, 2011, and the results of its operations and cash flows for the three-month periods ended June 30, 2011 and 2010. The results of operations for the period ended June 30, 2011 are not necessarily indicative of the results to be expected for future quarters or the full year.
	b)	Use of Estimates
		The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets, mineral property costs, asset retirement obligations, stock-based compensation, financial instrument valuations and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-5

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Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2011

(Expressed in US dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)
	c)	Business Combinations
		The Company follows the guidance in ASC 805, Business Combinations, and ASC 810, Consolidation. The net loss attributable to non-controlling interest recognized from inception to quarter ended June 30, 2011 was previously the minority interest held by certain passive shareholders at the consolidated financial statement level of Kilimanjaro, and whose interests were eliminated for accounting purposes by the August 7, 2009 share exchange agreement. The Company, after August 7, 2009, had no further non-controlling interests.
		As of June 30, 2011, a cumulative loss of $8,719,455 had been attributed to the non-controlling interest of the Company’s controlled subsidiary.
	d)	Basic and Diluted Net Income (Loss) Per Share
		The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As of June 30, 2011, the Company had 45,604,901 dilutive securities outstanding.
	e)	Cash and Cash Equivalents
		The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
		As of June 30, 2011, the Company has approximately $691,000 deposited at FDIC insured banks in the United States. FDIC deposit insurance covers the balance of each depositor’s account up to $250,000 per insured bank. As of June 30, 2011, the Company has approximately $624,000 deposited in Canada. As of June 30, 2011, the Company has 32,902,000 Tanzania Shillings (approximately $20,000) and $225,700 deposited in Tanzania. The Deposit Insurance Board in Tanzania insures up to 1,500,000 Tanzanian Shillings (approximately $915 as of June 30, 2011) per customer per bank. Any amount beyond the basic insurance amount may expose the Company to loss.
	f)	Property and Equipment
		Property and equipment consists of mining tools and equipment, motor vehicle, furniture and equipment and computers and software which are depreciated on a straight line basis over their expected lives of five years.
	g)	Mineral Property Costs
		Under US GAAP mineral property acquisition costs are ordinarily capitalized when incurred using FASB ASC Topic 805-20-55-37, Whether Mineral Rights are Tangible or Intangible Assets. The carrying costs are assessed for impairment under ASC Topic 360-36-10-35-20, Accounting for Impairment or Disposal of Long- Lived Assets, whenever events or changes in circumstances indicate that the carrying costs may not be recoverable. The Company expenses as incurred all property maintenance and exploration costs.
		The Company also evaluates the carrying value of acquired mineral property rights in accordance with ASC Topic 930-360-35-1, Mining Assets: Impairment and Business Combinations, using the Value Beyond Proven and Probable (VBPP) method. The fair value of a mining asset generally includes both VBPP and an estimate of the future market price of the minerals.
		When the Company has capitalized mineral property costs, these properties will be periodically assessed for impairment of value. Once a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method. During the three months ended June 30, 2011, the Company records its interests in mining properties and areas of geological interest at cost. The Company has capitalized mineral properties costs of $464,000 and $Nil for the three months ended at June 30, 2011 and 2010, respectively.
	h)	Long-Lived Assets
		In accordance with ASC 360, Property Plant and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal

F-6

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Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2011

(Expressed in US dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)
	h)	Long-Lived Assets (continued)
		factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
	i)	Asset Retirement Obligations
		The Company accounts for asset retirement obligations in accordance with the provisions of ASC 440, Asset Retirement and Environmental Obligations which requires the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The Company did not have any asset retirement obligations as of June 30, 2011.
	j)	Financial Instruments
		ASC 825, Financial Instruments requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:
		Level 1
		Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
		Level 2
		Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
		Level 3
		Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
		The Company’s financial instruments consist principally of cash, advances and deposits, amounts receivable, short-term investments, accounts payable, and other payables.
		Pursuant to ASC 825, the fair values of cash and short-term investments are determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of advances and deposits, amounts receivable, accounts payable, and other payables approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
		Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of June 30, 2011 as follows:

F-7

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Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2011

(Expressed in US dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued) j) Financial Instruments (continued)

Fair Value Measurements Using

Quoted Prices in

Significant

Active Markets

Other

Significant

For Identical

Observable

Unobservable

Balance

Instruments

Inputs

Inputs

June 30,

(Level 1)

(Level 2)

(Level 3)

2011

$

$

$

$

Assets:

Cash

1,560,654

–

–

1,560,654

Short- term Investments

880,000

–

–

880,000

2,440,654

–

–

2,440,654

k)	Foreign Currency Translation
	The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars in accordance with ASC 740, Foreign Currency Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
	To the extent that the Company incurs transactions that are not denominated in its functional currency, they are undertaken in Canadian dollars and the Tanzanian Schilling. A portion of business transactions in Tanzania and mineral option purchase agreements are denominated in the Tanzanian Schilling. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
l)	Segment Information
	At June 30, 2011, $91,000 of property and equipment and $464,000 of mineral properties are located in Tanzania. Although Tanzania is considered economically stable, it is always possible that unanticipated events in foreign countries could disrupt the Company’s operations.
m)	Comprehensive Loss
	ASC 220, Comprehensive Income, establishes standards for the reporting and display of other comprehensive loss and its components in the consolidated financial statements. As at June 30, 2011 and 2010, the Company had unrealized loss on short-term investments of $110,000 and $nil, respectively, that represent other comprehensive loss.
n)	Income Taxes
	The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized .
o)	Stock-Based Compensation
	The Company records stock -based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505, Equity Based Payments to Non -Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.
	ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise

F-8

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Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2011

(Expressed in US dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)
	o)	Stock-Based Compensation (continued)
		behaviours. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.
		All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
	p)	Recent Accounting Pronouncements
		The Company has evaluated all recent accounting pronouncements and determined that they would not have a material impact on the Company’s financial statements or disclosures.
	q)	Reclassifications
		Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.
3.	Related Party Transactions and Balances
	a)	Prior to incorporation of the Company’s wholly-owned subsidiary in Tanzania, the Company contracted with Geo Can Resources Company Ltd (Geo Can), a related company with a shared common director, to perform exploration services on all of the properties. On June 1, 2011, the Company paid Geo Can $121,480 which was the difference between amounts owing for exploration services totalling $620,523 and advances of $499,043 made to Geo Can through Company’s subsidiary, Kilimanjaro Mining Company.
		As of June 30, 2011, the Company owed $Nil (March 31, 2011 - $121,480) to Geo Can for exploration services provided.
	b)	During the three months ended June 30, 2011, the Company incurred $5,000 (2010 - $6,000) of directors fees to a Director of the Company.
	c)	During the three months ended June 30, 2011, the Company incurred $1,050 (2010 - $nil) of accounting fees to an Officer of the Company.
	d)	During the three months ended June 30, 2011, the Company incurred $10,500 (2010 - $30,000) of geologist consulting fees to a Director of the Company.
	e)	As at June 30, 2011, the Company held $9,710 in trust with a company sharing a common director, which has been included in advances and deposits.
4.	Short-term Investments

June 30, 2011

March 31, 2011

Carrying

Carrying

Cost

Value

Cost

Value

$

$

$

$

Otterburn Ventures Inc.

2,200,000 common shares

990,000

880,000

–

–

990,000

880,000

–

–

The Company classifies its short-term investments as available-for-sale securities and carries them at fair value. The Company determines fair values for investments in public companies using quoted market prices with unrealized gains and losses included in accumulated other comprehensive income or loss. Realized gains and losses and unrealized losses that are other than temporary are recognized in earnings.

F-9

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Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2011

(Expressed in US dollars)

(Unaudited)

5.	Property and Equipment
	At June 30, 2011 and March 31, 2011, property and equipment consisted of the following:

			As at June 30, 2011									As at March 31, 2011
						Accumulated			Net Book						Accumulated			Net Book
			Cost			Amortization			Value			Cost			Amortization			Value
			$			$			$			$			$			$
	Mining tools and equipment		101,885			30,362			71,523			101,495			25,278			76,217
	Vehicle		12,800			213			12,587			–			–			–
	Furniture and equipment		10,101			2,150			7,951			10,101			1,794			8,307
	Computer and software		32,611			12,502			20,109			29,808			11,030			18,778
			157,397			45,227			112,170			141,404			38,102			103,302

6.	Other Payables
	As of June 30, 2011 and March 31, 2011, the Company withheld payroll deductions of $15,810 and $4,386, respectively, to conform to local tax law.
7.	Mineral Property Acquisition and Exploration Costs
	On May 4, 2009, Kilimanjaro completed a Property Acquisition Agreement (the “Geo Can Agreement”) with Geo Can (a related party, see Note 3) . Under the terms of the agreement Kilimanjaro acquired a 100% interest in the mineral property assets, which included 33 gold prospecting licenses and 13 uranium licenses. Included in this agreement were the Kalemela project’s licenses, Geita project’s license, Uyowa Project’s licenses, Kinyambwiga project’s license and other projects’ licences. Geo Can had entered into property option agreements, regarding some of these resource properties, with Lake Victoria before the share exchange agreement between Lake Victoria and Kilimanjaro on August 7, 2009, and as a consequence Geo Can no longer has any interest in those prior property agreements.
	The mineral property acquisition costs are capitalized and the carrying values are periodically assessed for impairment of value and any diminution in value. When a property reaches the development stage, the related costs will be capitalized and amortized, using the units of production method on the basis of periodic estimates of ore reserves. Costs to maintain the mineral rights and leases are expensed as incurred.
	All of the Company’s mineral property interests are located in Tanzania. Geo Can holds resource properties in trust for the Company. Most of the resource property interests are still formally registered to Geo Can to save on registration fees. When the annual filing for each property comes due then the formal registration of each property will be transferred to Kilimanjaro or as directed by Kilimanjaro.
	The following is a continuity of mineral property acquisition costs (recoveries) accumulated from inception:

		Kalemela Gold Project			Geita Project			Kinyambwiga Project			Singida Project			North Mara			Handeni Project			Buhemba Project			Other Projects			Total
		$			$			$			$			$			$			$			$			$
		(a)			(b)			(c)			(e)			(g)			(h)			(i)
March 31, 2011		3,643,125			2,752,608			1,922,608			1,707,8 10			135,648			-			-			981,292			11,143,091
Related payments:
Cash Consideration		-			-			-			-			-			120,250			119,650			-			239,900
Share issued		-			-			-			-			-			116,100			108,000			-			224,100
Recovery from option payment-cash		(61,898	)		(42,740	)		-			(300,770	)		(92,015	)		-			-			-			(497,423	)
Recovery from option payment-shares		(135,000	)		(135,000	)		-			(495,000	)		(225,000	)		-			-			-			(990,000	)
		(196,898	)		(177,740	)		-			(795,770	)		(317,015	)		236,350			227,650			-			(1,023,423	)
June 30, 2011		3,446,227			2,574,868			1,922,608			912,040			(181,367	)		236,350			227,650			981,292			10,119,668

F-10

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Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2011

(Expressed in US dollars)

(Unaudited)

7.	Mineral Property Acquisition and Exploration Costs (continued)
	The following is a continuity of mineral property exploration costs accumulated from inception:

	Kalemela $ (a)	Geita $ (b)	Kinyamb wiga $ (c)	Suguti $ (d)	Singida $ (e)	Uyowa $ (f)	North Mara $ (g)	Handeni $ (h)	Behem ba $ (i)	Other Project $	Total $
Balance, March 31, 2011	640,404	415,789	494,861	51,640	1,319,8 84	36,287	31,744	-	-	22,303	3,012,912
Exploration expenditures:
Camp, Field Supplies and Travel	-	-	6,224	5,073	17,783	1,278	1,488	3,904	-	5	35,755
Drilling Cost	-	-	-	-	364,159	-	-	-	-	-	364,159
Geological consulting and Wages	138	1,842	21,797	11,600	75,161	7,706	7,351	6,367	733	1,022	133,717
Geophysical and Geochemical	-	-	740	4,477	41,871	15,544	-	-	-	(246)	62,386
Parts and equipment	-	-	5,804	637	642	32	39	188	-	-	7,342
Vehicle and Fuel expenses	-	-	6,071	7,622	8,729	2,755	3,119	1,494	-	-	29,790
Expense reimbursements	-	-	-	-	(580,095)	-	-		-	-	(580,097)
	138	1,842	40,636	29,409	(71,750)	27,315	11,997	11,953	733	781	53,054
Balance, June 30, 2011	640,542	417,631	535,497	81,049	1,248,1 34	63,602	43,741	11,953	733	23,084	3,065,966

	a)	Kalemela Gold Project
		As a part of the Geo Can Agreement, Kilimanjaro owns 100% interest in the Kalemela Gold Project’s three prospecting licenses PL2747/2004, PL3006/2005 and PL2910/2004. The original three prospecting licenses have been divided and the project is now comprised of six licenses: PL2747/2004, PL3006/2005, PL2910/2004, PL5892/2009, PL5912/2009 and PL5988/2009. The Kalemela Gold Project is located within the Southeastern Lake Victoria Goldfields in Northern Tanzania in Magu District, Mwanza Region.
		On May 6, 2011, the Company entered into an option and joint venture agreement with Otterburn. On May 20, 2011, the Company received option payment of $61,898 in cash and 300,000 common shares of Otterburn with a fair value of $135,000. On July 8, 2011, Otterburn terminated the option and joint venture agreement. Refer to Note 11(b) .
	b)	Geita Project
		As a part of the Geo Can Agreement, the Company owns 100% interest in the Geita project’s one prospecting license as at March 31, 2011. The original prospecting license PL2806 has been divided and the project is now comprised of two licenses: PL2806/2004 and PL5958/2009. The Geita Gold Project is located in Northern Tanzania within the Lake Victoria Goldfields in the Geita District, Mwanza Region.
		On May 6, 2011, the Company entered into an option and joint venture agreement with Otterburn. On May 20, 2011, the Company received option payment of $42,740 in cash and 300,000 common shares of Otterburn with a fair value of $135,000. On July 8, 2011, Otterburn terminated the option and joint venture agreement. Refer to Note 11(b) .
	c)	Musoma Bunda - Kinyambwiga Project
		The Musoma Bunda Gold Project comprise of three prospecting licences that are located on the eastern side of Lake Victoria.
		Kinyambwiga project is part of the Musoma Bunda Gold Project. As a part of the Geo Can Agreement, the Company owns 100% interest of Kinyambwiga project’s one prospecting license and 24 primary mining licenses. The Kinyambwiga Gold Project is about 208 kilometers northeast of the city of Mwanza in northern Tanzania.
		A director of the Company entered into Mineral Purchase agreements on behalf of the Company with 24 Primary Mining Licenses (PMLs) which are part of the Kinyambwiga Project and which are recorded in his name and are to be transferred over to the Company at a future date.
	d)	Musoma Bunda - Suguti Project
		Suguti project is part of the Musoma Bunda Gold Project. As a part of the Geo Can Agreement, the Company owns 100% interest of Suguti project’s one prospecting license.

F-11

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Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2011

(Expressed in US dollars)

(Unaudited)

7.	Mineral Property Acquisition and Exploration Costs (continued)
	e)	Singida Project
		On May 15, 2009, the Company signed a Mineral Financing Agreement with one director of the Company authorizing him, on behalf of the Company, to acquire Primary Mining Licenses (“PMLs”) in the Singida area. As of December 31, 2010, this director has entered into Mineral Properties Sales and Purchase agreements with various PML owners. The Company has 100% acquired 23 PML agreements. The Company has the option to acquire 37 additional and different PMLs in the Singida area. Under the terms of these agreements, if the option to purchase is completed on all these PMLs, then the total purchase consideration would be approximately $6,037,058 (TZS9,896,816,657,outstanding option payments in US Dollar amount is estimated with an exchange rate of 0.00061 as at June 30, 2011), payable by February 24, 2013.
		In September 2009, pursuant to the agreement, the Company completed an Addendum to the Mineral Properties and Sale and provided notification to all the PML owners involved in Singida Mineral Properties and Sale Agreements that the Company would extend their due diligence period for an additional 120 days as upon paying $48,782.
		On January 19, 2010, a director on behalf of the Company signed second addendums to Singida mineral properties sales and purchase agreements. The addendums revised and extended the second payment of the mineral agreements. The second payment was divided into three payments with $470,927 due on January 27, 2010, $470,927 due on July 27, 2010 and $922,900, due on January 27, 2011.
		On July 27, 2010, the director signed third addendums to the Singida mineral properties sales and purchase agreements on behalf of the Company. The third addendums revised the payment terms of the second addendum. Based on the revised terms, the second instalment of $470,927 was divided into two payments, with $281,065 due on July 27, 2010 and $187,426 due on October 24, 2010. The Company made the payment of $281,065 on July 27, 2010, and the payment of $187,426 on October 26, 2010.
		On February 7, 2011, a director signed fourth addendums to the Singida mineral properties sales and purchase agreements on behalf of the Company. The fourth addendums revised the payment terms of the second addendum. Based on the revised terms, the third instalment of approximately $922,900 was divided into three payments, with $92,065 paid on February 9, 2011, $181,998 paid on March 10, 2011 and $646,030 due on August 9, 2011.
		At the option of the Company, any PMLs may be relinquished at any time during the agreement and the title transferred back to the original owner. Also, at the option of the Company, a 2% Net Smelter Production royalty or 2% of the Net Sale Value may be substituted in place of the final payment for each PML and paid on a pro rata basis determined by the total final number of PMLs involved in a special mining license.
		As of June 30, 2011, under the terms of the mineral properties sales and purchase agreements the Company has completed initial option payments in the amount of $1,707,810. Pursuant to the original agreement and the subsequent addendums, the Company will pay approximately $646,030 on August 9, 2011, approximately $419,100 on January 23, 2013 and $3,828,000 on February 24, 2013.
		On May 6, 2011, the Company entered into an option and joint venture agreement with Otterburn. On May 20, 2011, the Company received option payment of $300,770 in cash and 1,100,000 common shares of Otterburn with a fair value of $495,000.
		On June 21, 2011, Lake Victoria Resources, a subsidiary of the Company, entered into a service agreement with Otterburn to perform all recommended exploration work on optioned properties. As per the agreement, Otterburn agreed to reimburse exploration costs incurred on Singida project from March 2011 up to the day of termination . As of June 30, 2011, the balance of reimbursement cost from Otterburn was $616,296.
		On July 8, 2011, Otterburn terminated the option and joint venture agreement and services agreement. Refer to Note 11(b).
	f)	Uyowa Project
		As a part of the Geo Can Agreement the Company owns 100% interest in the Uyowa project’s prospecting licenses. The Uyowa Gold project consists of seven prospecting licenses.

F-12

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Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2011

(Expressed in US dollars)

(Unaudited)

7.	Mineral Property Acquisition and Exploration Costs (continued)
	g)	North Mara Project
		During the year, there are three prospecting licenses expired. As of March 31, 2011, the North Mara Project comprised of nine prospecting licenses.
		On May 6, 2011, the Company entered into an option and joint venture agreement with Otterburn. On May 20, 2011, the Company received option payment of $92,015 in cash and 500,000 common stock of Otterburn with a fair value of $225,000.
		On July 8, 2011, Otterburn terminated the option and joint venture agreement. Refer to Note 11(b).
	h)	Handeni Project
		Currently, Handeni Project Uranium Project is comprised of three prospecting licenses.
		On April 20, 2011, the Company signed license purchase agreements to acquire one prospecting license. The total consideration was $113,250, of which $77,250 was paid on April 29, 2011 and $36,000 is due on receipt of license. On June 14 and June 20, 2011 the Company paid a finder’s fee of $30,000 in cash and issued 400,000 common shares with a fair value of $108,000.
		On May 30, 2011, the Company signed prospecting licence purchase agreements to acquire one prospecting license. The total consideration includes:
		1)	paying $10,000 within 5 days after execution date. The payment was made on June 16, 2011;
		2)	paying a total amount of $450,000 to the owner of the license, of which $70,000 due in 2011, $170,000 due in 2012 and $200,000 due in 2013
		3)	paying a finder’s fee of $30,000 and 300,000 common shares. On June 14 and 20, 2011, the Company paid $3,000 in cash and issued 30,000 common shares with a fair value of $8,100.
		On July 1, 2011, the Company entered into a prospecting license purchase agreement to acquire one prospecting license. Refer to Note 11(b).
	i)	Buhemba Project
		Buhemba Project consists of two prospecting licenses. One prospecting license is a part of the Geo Can Agreement the Company owns 100% interest.
		On April 20, 2011, the Company signed license purchase agreements to acquire one prospecting license. The total consideration was $112,150, of which $89,650 was paid on April 29, 2011 and $22,500 is due on receipt of license. On June 14 and June 20, 2011 the Company paid a finder’s fee of $30,000 in cash and issued 400,000 common shares with a fair value of $108,000.
	j)	Mbinga Project
		The Mbinga Uranium Project is comprised of three prospecting licenses and two Reconnaissance Licenses. The Reconnaissance Licenses, located along the eastern shoreline of Lake Nyasa are currently under application.
		As of June 30, 2011, the Company owns 100% interest of Mbinga project’s prospecting licenses.
8.	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, 2011, the Company has not issued any preferred stock.
	Common Stock
	On December 7, 2010, the Company’s shareholders approved a resolution to amend the Company’s articles of incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 250,000,000 shares. All shares have equal voting rights, are non-assessable and have one vote per share.

F-13

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Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2011

(Expressed in US dollars)

(Unaudited)

8.	Capital Stock (continued)
	Common Stock (continued)
	a)	On April 20 and May 30, 2011, the Company entered into three prospecting licences purchase agreements to acquire three prospecting licenses. As per the agreements, the Company agreed to pay a finder’s fee of 830,000 common shares. On June 20, 2011, the Company issued 830,000 common shares with a fair value of $224,100 as finders’ fee to a company.
	b)	On April 8, 2011, the Company signed a debt settlement agreement with a consultant to settle a consulting fee of $80,614 for geological and business development services provided. The Company agreed to pay $31,714 cash and issue 163,000 shares with a market value of $48,900 to settle the outstanding balance. On June 20, 2011, the Company issued the shares to the consultant.
	c)	On February 24, 2011, the Company signed debt settlement and subscription agreement with a director to settle a consulting fee of $35,000 in exchange for 145,833 shares of common stock at $0.24 per share. On June 20, 2011, the Company issued the shares to the director.
9.	Stock Options and Warrants
	On October 7, 2010, the Company adopted the 2010 Stock Option Plan under which the Company is authorized to grant stock options to acquire up to a total of 10,000,000 shares of common stock.
	The following table summarizes the continuity of the Company’s stock options:

Weighted-

Weighted

Average

Average

Remaining

Aggregate

Number of

Exercise

Contractual

Intrinsic

Options

Price

Life (years)

Value

$

$

Outstanding, March 31, 2011

4,200,000

0.45

Granted

–

–

Exercised

–

–

Expired

–

–

Outstanding, June 30, 2011

4,200,000

0.45

2.31

2,400

Exercisable, June 30, 2011

4,200,000

0.45

2.31

2,400

At June 30 and March 31, 2011, the Company did not have any unvested options.

The Company had the following warrants outstanding as of June 30, 2011:

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

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

F-14

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Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2011

(Expressed in US dollars)

(Unaudited)

10.	Commitments
	a)	On May 15, 2009, Kilimanjaro signed a Mineral Financing Agreement with a director of the Company authorizing him, on behalf of the Company, to acquire Primary Mining Licenses (PMLs) in the Singida area of Tanzania. As of June 30, 2011, this director has entered into Mineral Properties Sales and Purchase agreements with various PML owners of which 23 PML Option to Purchase agreements have been completed. These PMLs have been 100% acquired and the Company has the option to acquire 37 additional and different PMLs in the Singida area. Under the terms of these agreements, if the option to purchase is completed on all these PMLs, then the total purchase consideration will be approximately $6,432,930 (see Note 7(e)).
	b)	The same director of the Company entered into Mineral Purchase agreements with 24 PML’s which are part of the Kinyambwiga Project and which are recorded in his name and are to be transferred over to the Company at a future date (see Note 7(c)).
	c)	On December 31, 2009, the Company entered into a Geological and Business Development Consulting Services Agreement with Jack V. Everett (“Everett”) under which Everett will provide public relations, geological, and consulting services to us and the Company agrees to compensate Everett on a quarterly basis in two methods: (a) cash and (b) restricted common shares of the Company. The quarterly compensation will be agreed upon, in advance of each quarter, by the Company and Everett . Accordingly, upon execution of the agreement the Company paid Everett a cash payment of $20,000 and issued him 68,775 restricted common shares valued at $42,641. On May 10, 2010, the Company paid Everett a cash payment of $21,265 and on April 7, 2010 issued him 153,525 restricted common shares valued at $50,000. On November 9, 2010, the Company issued him 217,100 restricted common shares for services provided valued at $54,275 . The term of the consulting agreement is twelve months. As of June 30, 2011, the Company paid Everett a cash payment of $31,714 and issued him 163,000 restricted common shares valued at $48,900 for services rendered for the period from October 2010 to March 31, 2011.
	d)	On January 4, 2010, the Company entered into a finder’s fee agreement with Robert A. Young, The RAYA Group (“Young”) wherein we agreed to pay Young fees limited to introductions that Young makes to the Company of investors who invest in the Company’s private placements or become involved with the Company through joint venture property agreements. No Finder’s fees will be paid in connection with any introduction to any existing contacts of the Company. The fee will be 10% of the first $10,000,000 and 5% of amounts in excess of $10,000,000. The term of the finder’s fee agreement is five years.
	e)	On May 11, 2010, the Company entered into an agreement with a consultant to provide services as a Senior Geological Consultant. In consideration of the foregoing the Company will pay a base compensation of $15,000 per month for the first six months, to be increased to $20,000 per month after the initial six months; eligibility of a bonus of 100,000 shares of common stock at the end of six months; and at the end of 12 months the Company will grant the consultant 300,000 stock options. On November 9, 2010, the Company issued 100,000 shares of common stock to the consultant. On October 21, 2010, the Company passed a board resolution to grant the Consultant 500,000 stock options at an exercise price of $0.45 per share. On November 11, 2010, the Company signed an amendment with the consultant to the original May 11th consulting agreement. The amendment extended the term of the agreement to three years and the Company agreed to pay $17,500 per month for the first 12 months and $20,000 per month thereafter. The Company will grant the Consultant 300,000 stock options on November 1, 2011, 2012 and 2013.
	f)	On October 7, 2010, the Company entered into a consulting agreement with Misac Noubar Nabighian to provide geophysical data processing and geophysical data interpretation services to the Company in consideration for:
		i.	granting the Consultant an option to acquire 120,000 shares of common stock of the Company pursuant to the terms of the Company’s 2010 Stock Option Plan, at an exercise price of $0.29 per share, exercisable until October 7, 2013 and vesting immediately. On October 7, 2010, the Company granted 120,000 options to the Consultant;
		ii.	paying the Consultant 0.5% of the net proceeds from the sale of any mining properties;
		iii.	granting the Consultant a royalty on producing properties as follows: (a) $ 1.00 per ounce of gold produced or 0.25% of net smelter returns (as such term is defined in the Agreement), whichever is greater, and (b) 0.25% of net smelter returns for all other commercial production.
		The agreement is for a term of 36 months and may be renewed at the option of the Company upon 30 days written notice.

F-15

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Lake Victoria Mining Company, Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2011

(Expressed in US dollars)

(Unaudited)

10.	Commitments (continued)
	g)	On April 26, 2011, the Company entered into two consulting agreements to provide consulting services commencing April 1, 2011 for a period of two years. The Company will pay one consultant Cdn$10,000 per month, and will grant 500,000 stock options annually at each anniversary of the agreement. The Company will pay the second consultant $3,500 per month, and will grant 250,000 stock options annually at each anniversary of the agreement.
	h)	On April 26, 2011, the Company entered into two employment agreements for the positions of Corporate Secretary and Chief Financial Officer. The Company will pay aggregate annual salaries of Cdn$192,000 and paid each employee a one-time bonus of Cdn$1,000.
11.	Subsequent Events
	a)	On July 1, 2011, the Company signed prospecting licence purchase agreements to acquire one prospecting license. The total consideration includes:
		i.	paying $20,000 within 5 days after execution date. The payment was made on July 6, 2011;
		ii.	paying a total amount of $470,000 to earn up to 90% of interest, of which $70,000 due in 2011, $150,000 due in 2012, $125,000 and $125,000 due in 2013
		iii.	paying $1,500,000 on or before September 21, 2015 to earn final 10% interest.
	b)	On July 8, 2011, Otterburn Venture Inc. terminated all option and Joint Ventures agreements signed on May 20, 2011 (see Note 7).
	c)	On July 19, 2011, Guardian Investment Ltd, a related party, on behalf of the Company, entered into a mineral properties option agreement to acquire four primary mining licenses. Total consideration includes:
		iv.	paying $20,000 within 7 days after execution date. The payment was made on July 21, 2011;
		v.	paying a total amount of $470,000, of which $70,000 due in 2012, $360,000 due in 2013 and $40,000 due in 2014.
		vi.	Royalty may be purchased at any time by paying $250,000 per PML
	d)	Pursuant to agreements dated July 22, 2011, the Company has agreed to sell an aggregate of 2,200,000 of common shares of Otterburn to private purchasers unrelated to the Company at a price of $0.10 per share for total proceeds of $220,000. These shares will be held in escrow and released on September 22, 2011. The Company received these shares from Otterburn pursuant to four option and joint venture agreements dated May 6, 2011 between Otterburn and the Company regarding four Tanzanian properties, all of which were terminated on July 8, 2011.

F-16

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4

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

Forward Looking Statements

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

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

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

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

• the potential for delays in exploration activities;

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

• risks related to commodity price fluctuations;

• the uncertainty of profitability based upon our limited history;

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

• risks related to environmental regulation and liability;

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

• risks related to tax assessments;

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

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

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

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

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5

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

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

Recent Corporate Developments

Since the commencement of our first quarter ended June 30, 3011, we experienced the following significant corporate developments:

	1.	Effective April 1, 2011, the Company changed its head office address from 1781 Larkspur Drive, Golden, Colorado 80401 to Suite 810 – 675 West Hastings Street, Vancouver, British Columbia V6B 1N2.
	2.	On April 20, 2011, the Company entered into a prospecting license purchase agreement with Pili Sadiki, to acquire a 100% interest in a certain prospecting license located in the Kiabakari Musoma District of Tanzania. Also on April 20, 2011, the Company entered into a prospecting license purchase agreement with Rashid Omar, to acquire a 100% interest in a certain prospecting license located in the Handeni Tanga District of Tanzania.
	3.	On April 26, 2011, the Company entered into a consulting agreement with David Kalenuik, pursuant to which the Company engaged Mr. Kalenuik to, among other things: provide the services of corporate management, reporting to the board of directors including without limiting the generality of the foregoing, hiring other managers and employees as required, finding new projects and assisting in financing requirements. As consideration for the performance of his consulting services under the agreement, the Company agreed to pay Mr. Kalenuik CDN$10,000 per month commencing April 1, 2011, plus applicable taxes. Contingent upon Mr. Kalenuik executing the consulting agreement and as part of the consideration for Mr. Kalenuik’s services, the Company agreed to grant Mr. Kalenuik upon the completion of twelve (12) months of April 26, 2011 and annually on the anniversary each and every year that follows, during Mr. Kalenuik’s continuous consulting, an option to purchase 500,000 shares of the Company’s restricted common stock, which shall be subject to the terms and conditions set forth in the Stock Option Agreement. The consulting agreement is for a term of two years and may be renewed at the option of the Company by giving 30 days written notice prior to the expiry of the initial term.
	4.	On April 26, 2011, the Company entered into a consulting agreement with Roger Newell, pursuant to which the Company engaged Mr. Newell to, among other things: provide the services to the corporate management, reporting to the president and subsequently to the board of directors including without limiting the generality of the foregoing, reviewing and editing technical data/press releases, finding and assessing new projects and assisting in investor relations, corporate presentations and financing requirements. As consideration for the performance of his consulting services under the agreement, the Company agreed to pay Mr. Newell USD$3,500 per month commencing April 1, 2011, plus applicable taxes. Contingent upon Mr. Newell executing the consulting agreement and as part of the consideration for Mr. Newell’s services, the Company agreed to grant Mr. Newell upon the completion of twelve (12) months of April 26, 2011 and annually on the anniversary each and every year that follows, during Mr. Newell’s continuous consulting, an option to purchase 250,000 shares of the Company’s restricted common stock, which shall be subject to the terms and conditions set forth in this the Stock Option Agreement. The consulting agreement is for a term of two years and may be renewed at the option of the Company by giving 30 days written notice prior to the expiry of the initial term.

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	5.	On April 26, 2011, the Company entered into an employment letter agreement with Heidi Kalenuik, pursuant to which the Company employed Ms. Kalenuik to, among other things: carry out the duties and responsibilities of the position of Secretary, Treasurer and Supervisor of Operations of the Company. As consideration for the performance of her duties under the employment letter agreement, the Company agreed to pay Ms. Kalenuik CDN$102,000 per year commencing April 1, 2011. Ms. Kalenuik is also entitled to receive a one-time bonus in the amount of CDN$1,000.
	6.	Effective April 26, 2011, the Company entered into an employment letter agreement with Ming Zhu, pursuant to which the Company employed Mr. Zhu to, among other things: carry out the duties and responsibilities of the position of Chief Financial Officer of the Company. As consideration for the performance of his duties under the employment letter agreement, the Company agreed to pay Mr. Zhu CDN$90,000 per year commencing April 1, 2011. Mr. Zhu is also entitled to receive a one-time bonus in the amount of CDN$1,000.
	7.	On May 30, 2011, the Board of Directors of the Company amended and restated the Company’s bylaws. The amendment and restatement of the bylaws was for the purpose of, among other things, removing certain outdated and redundant provisions that existed in the Company’s prior bylaws with respect to corporate governance, shareholder and director meeting procedures, and indemnification procedures. The changes to the Company’s prior bylaws include: (i) expanding certain provisions with respect to shareholders’ meetings including change of quorum requirements; (ii) amending certain provisions respecting appointment of directors, corporate governance and committees, and directors’ meetings; (iii) expanding certain provisions with respect to officers and their duties; (iv) changing certain provisions with respect to share certificates; (v) eliminate inconsistencies between the bylaws the provisions of the Nevada Revised Statutes; and (vi) amended indemnification provisions.
	8.	On May 30, 2011, the Company entered into a prospecting license purchase agreement with Manga Mining Corp, to acquire a 100% interest of one prospecting license located in the Handeni District of Tanzania.
	9.	On June 17, 2011, the Company incorporated two new wholly-owned subsidiaries, Chrysos 197 Company Tanzania Ltd and Jin 179 Company Tanzania Ltd., in Tanzania to facilitate property acquisitions in compliance with The Mining (Mineral Rights) Regulations 2010 of Tanzania.
	10.	On July 1, 2011, the Company entered into a prospecting license purchase agreement with I. M. Kwematuku Export Trade Ltd, to acquire up to 100% interest of one prospecting licenses located in the Handeni District of Tanzania.
	11.	On May 10, 2011, the Company entered into four joint venture and option agreements (the “Options”) with Otterburn Ventures Inc. (“Otterburn”) pursuant to which Otterburn had the right to acquire up to an undivided 70% interest (the “Options”) in and to certain Primary Mineral Licenses (“PML’s”) and Prospecting Licenses (“PL’s”). On May 20, 2011 Otterburn paid the initial cash payment of US$497,423 and completed the issuance of 2,200,000 common shares to Lake Victoria.
		On July 8, 2011, Otterburn Ventures Inc. (“Otterburn”) exercised its rights to terminate four option and joint venture agreements. In connection with the termination of the option agreements: (i) Otterburn agreed to pay such applicable Tanzanian government fees to leave the respective licenses in good standing for a period six months from July 8, 2011; and (ii) Otterburn, Lake Victoria Resources (T) Ltd., our wholly-owned subsidiary, and agreed to pay a reimbursement for the work expenditures incurred by Otterburn during the months of March through the termination date of July 8, 2011 and, if required, certain termination costs, provided such termination costs have been incurred in accordance with the exploration service agreement.
		Pursuant to share purchase agreements dated July 22, 2011, the Company agreed to sell an aggregate of 2,200,000 of common shares of Otterburn Ventures Inc. to private purchasers unrelated to the Company at a price of $0.10 per share on September 22, 2011.

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12.

On July 19, 2011, Guardian Investment Ltd, a related party, on behalf of the Company, entered into a mineral properties option agreement to acquire four primary mining licenses on Uyowa project. Total consideration includes:

	(a)	paying $20,000 within 7 days after execution date. The payment was made on July 21, 2011;
	(b)	paying a total amount of $470,000, of which $70,000 due in 2012, $360,000 due in 2013 and $40,000 due in 2014; and
	(c)	Royalty may be purchased at any time by paying $250,000 per Primary Mining License.

Our Current Business

We are an exploration stage corporation focused on acquiring, exploring and developing gold deposits in the Lake Victoria Greenstone Belt in Tanzania, East Africa. We hold prospective gold projects, consisting of 34 Prospecting Licenses (PLs) and 88 Primary Mining Licenses (PMLs) and five uranium projects consisting of 9 Prospecting and Reconnaissance Licenses plus two licenses currently under application, within its Tanzania property portfolio, covering approximately 3,243 square kilometers (801,260 acres). We carry out our business by acquiring, exploring and evaluating mineral properties through our ongoing exploration program. Following exploration, we intend to either advance them to a commercially feasible mining stage, enter joint ventures to further develop these properties or dispose of them if the properties do not meet our requirements. Our properties are all early stage exploration properties. Within our mineral exploration land in Tanzania our focus is primarily on gold, although our portfolio also contains uranium prospects.

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

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

Prospective Gold Projects

The following is a brief overview of our portfolio of prospective mineral properties, the exploration developments on them where applicable and some of the details of the historical option agreements for them. During the three months ended June 30, 2011, our exploration work was primarily concentrated on the Singida, Musoma Bunda Murangi, Uyowa, North Mara and Handeni gold projects.

Musoma Bunda Murangi Gold Project

The Musoma Bunda Murangi Gold Project is comprised of three (3) Prospecting Licenses (PLs) that are located on the eastern side of Lake Victoria. All three licenses lie within the Musoma-Mara Greenstone belt and cover a combined area of 155.74 square kilometers in the northeast of the United Republic of Tanzania, East Africa, close to the southeast shore of Lake Victoria.

Musoma, located 30 kilometers north of the Suguti license, is the main commercial centre of Mara Region. The town of Bunda, located on the main Mwanza - Musoma paved highway, is 18 kilometers to the east of the Kinyambwiga license.

Exploration Strategy

During this reporting period, exploration work has largely been focused on the Kinyambwiga and Suguti licenses.

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Kinyambwiga PL4653/2007

Exploration has been focused around Kanunga 1 Prospect. A number of Schlumberger N-S profiles have been undertaken to the east and west of Kanunga 1 in an attempt to trace the strike of the mineralized ENE-WSW quartz vein. Results of the survey have identified at least 2 distinct chargeability anomalies that appear consistent with the strike of the known structure (Map 1). However, subdued to poor resistivity anomalies are noted across each of the profiles.

Table 1: Summary of Schlumberger VES profiles planned across Kanunga 1 Prospect

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Map 1: Plan showing the location of the Schlumberger IP profiles across the interpolated mineralized structure of Kanunga 1.

Follow-up investigation into a number of soil anomalies ranging from 80 ppb to 1,260 ppb gold that occur in the eastern part of the license, east of Kanunga 1 was undertaken. These anomalies were found to lie within the boundary of Kanunga School. Each of the sample positions was re-sampled to check the authenticity of the results. Additional infill samples on 25 meter centers were collected between the existing sample positions. An infill soil sampling program on a 100 meter x 25 meter grid was completed across the anomaly.

Similarly, follow-up investigations of the soil anomalies to the west of Kanunga 1 were also completed at Target 3. These soil anomalies lie approximately 300 meters east from a circular magnetic structure, interpolated to represent an intrusive body. No outcrop is present but the topography is noted to be slightly raised above the surrounding plains.

A soil sampling program is in progress across the IP anomalies as defined by the Schlumberger VES profiles west of Kanunga 1. All samples are planned to be sieved and submitted to SGS laboratory for gold analysis by Aqua Regia.

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Table 2: Trench Results

* Phase 2. Trench will only be dug and sampled in bedrock saprolite beneath mbuga.

If Mbuga is >3m deep - no Trench/pit

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Sample on 2m composite channels and sample any quartz veins separately - 50 gm Fire assay

A Pitting and trenching program is currently underway east of Kanunga 1.

Map 2: Kanunga 1 East showing anomalous soil and RAB intersections

Orientation pits have first been dug to establish the depth of the “mbuga” cover over the position of the mineralized intersection. In all cases the “mbuga” cover is less than 3 meters thick allowing a number of short N-S trenches to be excavated across the anomaly.

Trenching has encountered granite and, in one section, a non-magnetic diabase dyke. Channel samples collected on 2 meter composites are planned to be submitted to SGS Laboratory for 50gm gold fire assays.

Once the Rotary Air Blast (RAB) drill hole anomalies have been confirmed, a number of longer trenches will be planned to map out the extent of the mineralized zones.

Suguti (PL3966/2006)

Exploration work has commenced on the Suguti PL. Gradient IP surveys have been partly completed across the PL. Mapping and soil sampling programs have been completed over “non-mbuga” covered in the northern and southern parts of the Suguti License. Soil sampling has been conducted on a 400 meter x 50 meter grid in which a total of 544 samples, including 26 blank samples, have been collected and analyzed by SGS Laboratory, Mwanza using Aqua Regia (Table 5).

A total of 544 samples have been collected from the Suguti project of which includes 26 blank samples.

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Table 3: Statistical summary of soil sample results collected at Suguti PL

Over 71% of the soil results returned <10ppb gold with the remainder falling between 10 to 50ppb gold. A single, maximum soil value of 160ppb Au was reported and has yet to be verified in the field.

Regolith mapping has been completed across the entire Suguti license. The license is transected by the major NW-SE trending Suguti Fault which has formed a topographic depression that has subsequently been infilled by a thick deposit of “mbuga” that covers an area of some 25 square kilometers and constitutes 34% of the license. The area becomes totally waterlogged during the wet season and is used for growing rice. Exposure is limited to minor rock out crops on the northern side of the Suguti Fault. Granite, containing magnetite, occurs as a hill in the northern part of the license. The granite/greenstone contact is masked by coarse textured laterite consisting of laterised basaltic and quartz fragments. The underlying greenstone rocks have been intensely sheared and iron stained along to the NW-SE trending granite contact. Brick-red soils make up the NE part of the license before being masked by the overlying “mbuga” further south. A number of low order threshold soil anomalies, attaining a maximum of 50 ppb gold, appear to form at least three NE trending parallel zones of up to 2.5 kilometers strike length (Target 1). A coincident IP anomaly underlies the soil anomaly (Map 3).

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Map 3: Residual Gradient IP map of the Suguti North Prospect showing soil anomalies and proposed Schlumberger VES surveys across Targets 1 and 2.

A reconnaissance examination has been made on the north-western side of the license at Target 2. A single artisanal pit is present on a NW-SE trending narrow quartz vein within felsite rocks. A number of low order threshold soil anomalies occur in the vicinity and these anomalies may reflected an intersection of two NE and NW trending lineaments.

Banded Iron Formations in the southern part of the property, form topographic highs about 300 meters above the plains, have yet to be examined. However, no coherent anomalies other than a single point value of 160 ppb gold and a single line anomaly of 20 ppb gold was obtained from the soil sampling program. Field investigation is required before any follow-up exploration is proposed.

The following exploration work is planned for the forthcoming quarter:

i. Infill Soil Sampling
Infill soil sampling on 25 meter centers along the existing soil sample traverses has recently been completed in order to better define the soil anomalies both at Target 1 and 2 (Table 4). A total of 112 samples are currently being prepared for submission to SGS Laboratory Mwanza for Aqua Regia analysis of gold. All intermediate sized termite mounds across Target 1 have been sampled and remain to be panned. Additional three soil sample traverse lines have been completed across the IP anomaly in the NW of Target 2. However, orientation pits, dug to determine the depth of the “mbuga”, encountered underlying granite a meter below surface. No soil or rock samples were collected over the granite.

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Table 4: Soil sample program over Targets 1 and 2, Suguti North Prospect

Soil* refer to infill samples on 25m spacing between previous sample positions

ii. Termite samples
Termite sampling has been undertaken across the brown-red soils over Target 1. A total of 89 samples have been collected and are currently being prepared for submission to SGS Laboratory, Mwanza for 500 gm BLEG analysis for gold.

iii. Schlumberger VES Survey
Schlumberger VES survey, consisting of two N-S profiles comprising of 3 x 400 meter lengths has recently commenced at Target 1. An additional 3 short lines of 400 meters in length are planned across the IP anomaly at Target 2.

Table 5: Schlumberger VES survey proposed across Targets 1 and 2, Suguti North prospect

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Murangi(PL4511/2007)

No exploration was undertaken on the Murangi Permit during the month. Furthermore, there is no record of previous exploration undertaken on this license.

However, exploration is planned in the forthcoming month and it is to be focused primarily on 5 ground magnetic targets and is also planned to include:

	1.	Mapping of the target areas on 1:2000 scale
	2.	Gradient IP survey across the entire license
	3.	Orientation pits within each of the Targets to test the depth of the “mbuga” cover for future soil sampling program either through pitting or Augering.

Singida Gold Project

Company personnel first visited the Singida project area during March, 2009 and became aware of the high level of artisanal (small scale) gold mining that was being conducted along an estimated five (5) kilometer mineralized zone. Subsequently, on May 15, 2009, the Company signed a Mineral Financing Agreement with one director of the Company authorizing him, on behalf of the Company, to acquire Primary Mining Licenses (“PMLs”) in the Singida area. As of July 13, 2011, this director has entered into several different Mineral Properties Sales and Purchase agreements with multiple PML owners that hold title to the licenses along the mineralized zone at the Singida project area. Twenty-three (23) PML agreements were executed for an outright purchase of the PMLs and they have been completed. These twenty-three PMLs have been 100% acquired by this director in behalf of the Company. The Company also has option agreements to acquire an additional thirty-seven (37) PMLs within a targeted area at the Singida project. Under the terms of all the agreements, if we complete all sixty (60) of the various agreements, that when combined form the Singida project area, then our total purchase consideration will be approximately $6,432,930 (TZS9,896,816,657) by February, 2013.

The Company commenced Phase 2 Reverse Circulation drilling program in March 2011, centered at the Sambaru 2,3,4 and 5 Prospects as well as exploring a number of exploration targets within the Singida-Londoni northwest trending shear zone at Sambaru 5 and between Sambaru 3 and Sambaru 4 (Table 6). Drilling has recently been completed in which 92 boreholes, totaling 9,023 meters have been drilled. All boreholes, collared along northeast trending drill fences, are inclined at -50 degrees to -65 degrees either to the northeast or to the southwest. Total meters drilled in both drill programs amounts to 15536 meters (Table 6).

Table 6: Summary of Reverse Circulation drilling undertaken at the Singida-Londoni Gold project

The two exploration targets were investigated by drilling. The 2^nd zone of mineralisation located some 180 meters south of the main mineralised zone at Sambaru 5 was intersected and was found to be narrow and of low grade running 1.04 g/t gold over 1 meter. Similarly, the +100 ppb gold soil anomaly located mid-way between Sambaru 3 and 4 returned anomalous results with only one narrow intersection of 1.57 g/t gold over 1 meter being encountered. No follow-up drilling was undertaken on either of the two targets.

Results of the drilling program are summarised in Table 7.

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Table 7: Summary of Reverse Circulation Drill Results from Sambaru 2, 3, 4 and 5

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Sambaru 5

Drilling has intercepted the narrow and steeply-dipping, arsenopyrite-rich gold zone across a strike length of some 160 meters. Besides the high grade intersection of 16.80 g/t gold over 2 meters reported from Section 4640W during the Phase 1 drilling program, most of the intercepts returned low gold values of between 0.5 to 1 g/t gold over 1 or 2 meter intervals with grade appearing to decrease with depth.

Sambaru 4

The main body of mineralization, having a grade of 3.45 g/t gold over a true thickness of 11 meters and centered over an area of extensive artisanal mining, was traced to a depth of 80 meters before pinching out. The zone, narrowing rapidly out along strike and decreasing in grade, has been traced for 320 meters. Drilling indicated a decrease in grade and width of the mineral zone at depth.

A subsidiary, narrow mineralized lens, located 50 meters to the north-east of the main lens was traced along a strike for 80 meters. Anomalous grades defined the zone further to the northwest.

Sambaru 3

Sambaru 3 is the 2^nd largest of all 5 artisanal sites, comprising of at least 4 parallel but narrow mineralized zones that have been traced continually across a strike length of 280 meters. The main pod of mineralization, averaging 1.93 g/t gold and having a maximum width of 25 meters, pinches out at 110 meters in depth. It has a surface strike extend of approximately 40 meters.

The mineral lenses dip sub-vertically to the northeast. Drilling has indicated that a number of lenses appear to extend beyond 110 meters depth and are open along strike both to the northwest and southeast.

Sambaru 2

Sambaru 2 is the largest of the 5 prospects within the Singida-Londoni Project. Although artisanal workings extend along a strike length of 580 meters, drilling has defined gold mineralization to occur within a length of about 320 meters of strike length. Four, parallel and vertically to sub-vertically dipping gold lenses, were intersected to depths of 130 meters although in places the lenses do appear either to pinch out or decrease in grade.

The lenses tend to occur as narrow semi-discontinuous veins “pinching and swelling” along the horizontal and vertical distances, grades typically vary between 3.5g/t to less than 0.5g/t gold.

An evaluation of the drill results for both Phase 1 and 2 programs has shown that gold mineralization at the Singida-Londoni project consists of narrow medium to low grade and often discontinuous lenses. The shear structures hosting the gold-rich zones typically “pinch and swell” along strike, which in places, has resulted in larger pods of limited size as at Sambaru 3 and Sambaru 4.

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The Company has recently completed a Technical report in compliance with Canadian National Instrument 43-101 and this report includes work completed on the Singida-Londoni Gold Project the Phase 1 drilling program. It does not include results for the Phase 2 drilling program.

Buhemba Gold Project

The Buhemba Gold Project consists of two (2) Prospecting Licenses (PLs) that cover an area about 107km².

Exploration Strategy

A field investigation of the work undertaken by Rand gold has already been completed which has confirmed the presence of at least 4 areas of artisanal workings. Follow-up exploration is planned to target the known areas of artisanal mining as well as to investigate the western sheared basalt/granite contact in PL 4892/2007. Although the PMLs of the artisanal workings do not form part of the PL license, we believe that the owners would be amenable to entering an option agreement. Pole-Dipole traverses are planned across the sheared contact in order to prioritize a follow-up reverse circulation (RC) drilling program that is expected in this year.

No work has been conducted on either of the two licenses PL2979/2005 and PL5159/2009 southeast of Buhemba town. Soil sampling on 200 meter x 50 meter centers is planned on the license outside the mbuga-covered areas, results from as gradient IP survey and a mapping program will dictate the next phase of exploration.

Uyowa Gold Project

The Uyowa Gold project consists of seven (7) Prospecting Licenses (PLs) that cover a total area of 900 square kilometers in the west central area of Tanzania. Exploration has largely been focused in the northern part of the license block.

Exploration Strategy

Exploration work on the Uyowa Project commenced on PL 3425/2007 in January 2011 and continued until the onset of the rainy season in early May. All work was stopped for the duration of the rainy season up to mid-July. Field work re-commenced in the last week of July. Prior to the rainy season, the following exploration activities were undertaken:

• The raw aeromagnetic data, flown by Geosurvey International G.m.b.H between 1977 to 1980 on a line spacing of 1.0 kilometer and at a height of 120 meters, has been purchased from the Geological Survey, Dodoma and has been subsequently re-processed and interpreted. A number of priority areas were highlighted (Targets 1 to 5). Due to accessibility, exploration has been focused on Target 3 which lies across the central and eastern side of the License Block and includes PL 5916/2009.

• Detailed ground magnetometer survey has commenced across Target 3 on 200 meter spaced N-S traverse lines. To date, at total of 35 traverses, of 7.5 kilometer each, totaling 265 line-kilometers have been completed along the eastern part of Target 3.

• Soil sampling on 400 meter x 50 meter centers is currently underway. A total of 1057 samples of 1 kilogram each, including 52 Blanks, have been collected, prepared on site to 80 mesh and submitted to SGS Laboratory Mwanza for gold determination by Aqua Regia.

Results indicate that 77% of all samples returned below background values (<10 ppb Au) Table 8. All of the anomalous values (>50ppb Au) tend to be isolated single point values. The maximum soil value reported is 1.24g/t Au.

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Table 8: Statistical summary of soil sample results collected on Target 3, Uyowa Gold Project

• A total of 12 rock samples were collected and submitted for 50gm Fire Assay. All samples returned <0.02g/t gold.

• Termitaria sampling was undertaken but samples have yet to be panned.

• Regolith mapping has been undertaken in conjunction with the soil sampling program across Target 3.

• Remote sensing studies have been undertaken using various Band ratios with Landsat Imagery. ASTER imaging has been obtained for the area and has been processed using the various mineral Index ratios. Follow-up ground truthing is planned once exploration resumes during the dry season.

Follow-up exploration on the Uyowa Block of licenses as from the end of July is to be focused on the northern most license (PL 5153/2008) which is host to an active artisanal mining site covering an area of 300 meters x 100 meters. The area of workings and the surrounding environs have been covered by 15 PMLs that do not form part of the PL.

However, an option to purchase agreement has been entered into with the owners of the 4 PMLs that lie across the main zone of workings.

Exploration is to be prioritized on the optioned PMLs and the area immediately along strike of the known gold lenses in order to make an informed decision on whether or not to proceed with securing the PMLs across the zone of known gold mineralization. This is planned to involve:

• Regional Mag survey on 200 meter spaced N-S lines covering a 12 kilometer x 6 kilometer grid

• Gradient array survey on 400 meter spaced N-S lines across the optioned PML and extending out along strike across a grid of 10 kilometers x 4 kilometers

• Soil sampling on a 200 meter x 50 meter grid across a grid area of 2.25 kilometers x 10 kilometers (excluding the artisanal site)

• Schlumberger profiles

• Detailed mapping

• a 1500 meter RC drill program to test the down-dip continuity of thickness and grade as well as exploring the strike extensions of the 4 main mineralized zones across the PMLs.

Additional exploration is planned to encompass the PL 3425/2007 located immediately south of PL5153/2008 and include:

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• Ground checking of Landsat and ASTER imaging by following up on a number of iron alteration zones

• Field investigation and follow up sampling/pitting/trenching on any of the delineated soil anomalies as delineated from the earlier soil sampling program completed before the rainy season.

• Selected Gradient IP surveys and Schlumberger VES profiling across delineated targets.

• RAB/RC drilling over prioritized targets.

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Handeni Gold Project

The Handeni Project, comprising of three (3) Prospecting Licenses and covering a total area of 200.59 square kilometers (Table 15), is located approximately 240 kilometres by road north- west of Dar es Salaam and some 30 kilometers south of Handeni town within the Handeni District (Map 8). The Company has acquired 100% of PL7148/2011 as well as entering into an option to purchase agreement for 100% of PL7002/2001 and PL4816/2807 (Table 15).

Map 8. Location map of the Handeni Project

 

Table 15. Details of Handeni Region Prospecting Licenses

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Gold was discovered in the area in 2003 and was centered at Magambazi village. However, the area has recently come under the spotlight as a potentially new gold district. High grade gold intersections are being reported by Canaco Resources from their drilling programs that are being conducted on their 197 square kilometer Kilindi PL located immediately west of our PLs.

The area, situated outside the known boundary of the Tanzanian Craton, has long been overlooked as a major exploration target due to primarily the nature of the high grade metamorphic rocks not being considered suitable to host major gold deposits. Increased attention is now being paid to this area that is situated between the known Tanzanian Craton and the Proterozoic Mozambique Mobile Belt.

The geology of the region is represented by high grade metamorphic rocks within the amphibolite to granulite facies comprising of feldspar-quartz –biotite and garnet-hornblende-biotite gneisses and pegmatites aligned along a regional northwest-southeast trend. The host lithologies for gold mineralisation as reported by Canaco Resources are comprised of garnet-silica altered amphibolite together with minor biotite-kyanite-quartz-feldspar gneisses. Folding, with fold axes aligned along the regional structure are evident at Magambazi, where they form, in conjunction with the favourable mafic lithologies, the primary controls to the gold mineralisation.

Exploration Strategy

Prior to commencing fieldwork, the following desktop studies were undertaken:

• Structural interpretation of the regional Government Aerognetic data across the area

• Landsat interpretation using the various mineral indexes and alteration ratios.

With our objective to evaluate the licenses that are under option as swiftly as possible, stream sediment sampling is currently being conducted over all of the licenses.

The dominant drainage patterns are from the north-west to the south-east and are generally defined along major lithological contacts particularly between units of amphibolite and quartz-feldspar gneiss. The Mligazi River, transecting the SW corner of Mkulima PL4816/2007 and the Kwale River draining the Amani PL7002/2011 are the main river systems that drain both license areas. Secondary tributaries are developed along the NE-SW cross-cutting structures. Regional stream sediment sampling has been planned on 1^st, 2^nd, 3^rd and 4^th order tributaries from the 1:50,000 scale topography maps (Map 9). To date a total of 120 samples have been collected from the Mkulima PL, in which a 1 kilogram sample was panned on site and a 500gm sample has been submitted to SGS Laboratory to test for bottle–leachable-extractable gold (BLEG). Approximately 210 stream sediment samples are planned to be collected from Amani PL7002/2011.

Map 9. Stream Sediment Sampling Program for Handeni Region Prospecting Licenses

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Acquisition of Primary Mining Licenses in Singida, Tanzania

On May 15, 2009, a subsidiary of the Company, Kilimanjaro Mining Company Inc., entered into a Mineral Financing Agreement with a director of the Company authorizing him, on behalf of the Company, to acquire Primary Mining Licenses (“PMLs”) in the Singida area of Tanzania. On October 27, 2009, an amended Mineral Financing Agreement was signed between the director (a Tanzanian national) and the Company. The agreement was entered into as a result of certain requirements under the Tanzania Mining Act as it relates to the ability to hold title to Primary Mining Licenses (PMLs). The Mining Act allows only a Tanzanian national or a Tanzanian corporation that is 100% owned by Tanzanian nationals to hold title to PMLs. As a result, the Company entered into the Mineral Financing Agreement along with a Statutory Declaration and Declaration of Trust with one of its directors (a Tanzanian National) to facilitate the optioning, exploration and purchase of the PML’s at the Singida gold project. Upon application, approval and the issuing of a Special Mining License that is comprised of two or more of the PMLs in the Singida project area, the Company will become the registered owner on title.

At the option of the Company, any PMLs may be relinquished at any time during the agreement and the title transferred back to the original owner. Also, at the option of the Company, a 2% Net Smelter Production royalty or 2% of the Net Sale Value may be substituted in place of the final payment for each PML and paid on a pro rata basis determined by the total final number of PMLs involved in a special mining license.

Under the terms of the mineral properties sales and purchase agreements the Company has completed initial option payments in the amount of $1,707,810. As of June 30, 2011, the Company has acquired 100% of 23 PMLs. The Company has the option to acquire 37 additional and different PMLs in the Singida area. Pursuant to the original agreement and the subsequent addendums, the Company agreed to pay approximately $646,030 on August 9, 2011, $419,100 on January 23, 2013 and $3,828,000 on February 24, 2013.

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Acquisition of Prospecting Licenses in Tanzania

On April 20, 2011, the Company entered into a Prospecting License Purchase Agreement with Pili Sadiki, to acquire a 100% interest in a certain prospecting license located in the Kiabakari Musoma District of Tanzania.

On April 20, 2011, the Company entered into a Prospecting License Purchase Agreement with Rashid Omar, to acquire a 100% interest in a certain prospecting license located in the Handeni Tanga District of Tanzania.

On May 30, 2011, the Company entered into a Prospecting License Purchase Agreement with Manga Mining Company to acquire a 100% interest in a certain prospecting license located in the Handeni Tanga District of Tanzania.

On July 1, 2011, the Company entered into a Prospecting License Purchase Agreement with I. M. Kwematuku Export Trade Ltd. to acquire up to 100% interest in a certain prospecting license located in the Handeni Tanga District of Tanzania.

On July 19, 2011, Guardian Investment Ltd, a related party, on behalf of the Company, entered into a mineral properties option agreement to acquire four primary mining licenses within the license area of the Uyowa project.

General

The following is a discussion and analysis of our plan of operation and results of operations for the three month period ended June 30, 2011, and the factors that could affect our future financial condition. This discussion and analysis should be read in conjunction with our consolidated unaudited financial statements and the notes thereto included elsewhere in this quarterly report. Our consolidated financial statements are prepared in accordance with United States generally accepted accounting principles. All references to dollar amounts in this section are in United States dollars unless expressly stated otherwise.

Plan of Operation

As of June 30, 2011, we had working capital of approximately $2,000,000. We plan to spend approximately $640,000 for our property acquisitions and $1,270,000 for exploration activities through 2011, with work being conducted on several projects including soil sampling, trenching and drilling. We will need to raise additional funds to finance the exploration activities on our projects. There is no assurance that such financing would be available at this time.

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

Cash Requirements during the Next Twelve Months

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

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

RESULTS OF OPERATIONS

Three Month Summary

Revenue

We had no operating revenues for the three month period ended June 30, 2011 and 2010. We anticipate that we will not generate any revenues until we generate additional financing to support our planned operations.

Operating Costs and Expenses

The major components of our expenses for the three months ended June 30, 2011 and 2010 are outlined in the table below:

General and Administrative Expenses

The $38,384 increase in our general and administrative expenses for the three month period ended June 30, 2011 as compared to the same period in fiscal 2010 was primarily due to increase in computer related expenses, office rent and insurance expenses.

Liquidity and Capital Resources

Working Capital

		June 30, 2011			March 31, 2011
Current Assets	$	2,218,638		$	3,071,597
Current Liabilities		216,523			961,420
Working Capital	$	2,002,115		$	2,110,117

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Cash Flows

We had an approximately cash balance of $1,560,000 and working capital of $2,000,000 as of June 30, 2011 compared to cash of $2,282,901 and working capital of $2,110,117 as of March 31, 2011. We anticipate that we will incur approximately $1,280,000 for operating expenses, including professional, legal and accounting expenses associated with our reporting requirements under the Exchange Act during the next twelve months. Accordingly, we will need to obtain additional financing in order to complete our full business plan.

Going Concern

The unaudited financial statements accompanying our quarterly report on Form 10-Q for the quarter ended June 30, 2011 have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of June 30, 2011, we had cash of $1,560,654 and we estimate that we will require approximately $1,280,000 for general and administration costs and professional fees, and $1,910,000 for property acquisition holding and exploration costs associated with our plan of operation over the next twelve months. Although we have sufficient funds for general and administration activities, we do not have sufficient funds for planned mineral property acquisition and exploration activities and therefore we will be required to raise additional funds.

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

Future Financings

We had an approximate cash balance of $1,560,000 and working capital of $2,000,000 as of June 30, 2011 compared to a cash balance of $2,282,902 and working capital of $2,110,177 as of March 31, 2011 and we estimate that we will require approximately $3,190,000 for costs associated with our plan of operation over the next twelve months. Accordingly, we do not have sufficient funds for planned operations and we will be required to raise additional funds for operations. We intend to raise additional funds from another equity offering or loans. At the present time, we are attempting to raise additional money, but there is no assurance that we will be successful. If we need additional funds and are unable to raise them, we will have to suspend or cease operations until we succeed in raising additional funds.

Outstanding shares and options

As of August 15, 2011, we have 97,458,733 shares of common stock outstanding, 4,200,000 stock options outstanding and 41,404,901 warrants outstanding.

Off-Balance Sheet Arrangements

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

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1. Risks And Uncertainties

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

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

Risks Associated with Mining

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

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

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

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

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

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

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

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

Our business activities are conducted in Tanzania.

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

We may not have clear title to our properties.

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

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

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

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

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

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Mineral prices are subject to dramatic and unpredictable fluctuations.

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

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

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

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

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

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

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

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

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

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

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

Risks Relating to Our Common Stock

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

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

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

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

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

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

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

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

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

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

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

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

Risks Related to Our Company

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

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

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

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

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

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

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending March 31, 2012, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely effected in a material manner.

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

There were no changes in our internal control over financial reporting during the three month period ended June 30, 2011 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS.

Not Applicable.

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

On April 20, 2011, the Company signed license purchase agreements to acquire one prospecting license comprising the Handeni Gold Project. The total consideration was $113,250, of which $77,250 was paid on April 29, 2011 and $36,000 is due on receipt of license. On June 14 and June 20, 2011 the Company paid a finder’s fee of $60,000 in cash and issued 400,000 common shares with a fair value of $108,000. We issued these shares to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933.

On May 30, 2011, the Company signed prospecting licence purchase agreements comprising the Handeni Gold Project to acquire one prospecting license. The total consideration includes:

1)	paying $10,000 within 5 days after execution date. The payment was made on June 16, 2011;
2)	paying a total amount of $450,000 to the owner of the license, of which $70,000 due in 2011, $170,000 due in 2012 and $200,000 due in 2013
3)	paying a finder’s fee of $30,000 and 300,000 common shares. On June 14 and 20, 2011, the Company paid $3,000 in cash and issued 30,000 common shares with a fair value of $8,100. We issued these shares to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933.

On April 20, 2011, the Company signed license purchase agreements to acquire one prospecting license comprising the Buhemba Project. The total consideration was $112,150, of which $89,650 was paid on April 29, 2011 and $22,500 is due on receipt of license. On June 14 and June 20, 2011 the Company paid a finder’s fee of $60,000 in cash and issued 400,000 common shares with a fair value of $108,000. We issued these shares to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933.

On April 20 and May 30, 2011, the Company entered into three prospecting licences purchase agreements to acquire three prospecting licenses. As per the agreements, the Company agreed to pay a finder’s fee of 830,000 common shares. On June 20, 2011, the Company issued 830,000 common shares with a fair value of $224,100 as finders’ fee to a company. We issued these shares to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. (REMOVED AND RESERVED).

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS

Exhibit
Number	Description
3.1	Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2, filed on June 6, 2007)
3.2	Certificate of Amendment dated December 7, 2010 (incorporated by reference from our Current Report on Form 8-K dated December 10, 2010)
3.3	Amended and Restated Bylaws (incorporated by reference from our Current Report on Form 8-K filed on June 7, 2011)
4.1	Specimen Stock Certificate (incorporated by reference from our Registration Statement on Form SB-2 filed on June 6, 2007)
4.2	Form of Warrant Certificate for Offering Completed September 7, 2010 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)
10.1	License (incorporated by reference from our Registration Statement on Form SB-2, filed on June 6, 2007)
10.2	Amendment to License Agreement, dated June 3, 2008 (incorporated by reference from our Annual Report on Form 10-K filed on June 26, 2008)
10.3	Option Agreement with Geo Can Resources Company Limited (incorporated by reference from our Annual Report on Form 10-K filed on July 14, 2009)
10.4	Binding Letter Agreement with Kilimanjaro Mining Company Inc. (incorporated by reference from our Annual Report on Form 10-K filed on July 14, 2009)
10.5	Consulting Services Agreement with Stocks That Move (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2009)
10.6	Consulting Agreement with Robert Lupo (incorporated by reference from our Quarterly Report on Form 10-Q filed on February 22, 2010)
10.7	Addendum to the Consulting Agreement with Robert Lupo (incorporated by reference from our Quarterly Report on Form 10-Q filed on February 22, 2010)
10.8	Finder’s Fee Agreement with Robert A. Young and the RAYA Group (incorporated by reference from our Annual Report on Form 10-K filed on July 14, 2019)
10.9	Termination of the Consulting Agreement with Robert Lupo (incorporated by reference from our Annual Report on Form 10-K filed on July 14, 2010)
10.10	Consulting Agreement with Clive Howard Matthew King (incorporated by reference from our Annual Report on Form 10-K filed on July 14, 2010)
10.11	Consulting Agreement dated October 7, 2010 between the Company and Misac Noubar Nabighian (incorporated by reference from our Current Report on Form 8-K filed on October 13, 2010)
10.12	2010 Stock Option Plan (incorporated by reference from our Current Report on Form 8-K filed on October 13, 2010)
10.13	Stock Exchange Agreement with Kilimanjaro Mining Company, Inc. and their selling shareholders (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2009)
10.14	Form of Subscription Agreement for Offering Completed September 7, 2010 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)
10.15	Amendment No. 1 to Consulting Agreement between the Company and Clive King dated effective November 11, 2010 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)
10.16	Form of Mineral Property Sales Agreement dated May 15, 2009, July 29, 2009, August 28, 2009 and November 19, 2009 between a director of the Company and the landowners listed below (collectively the “Landowners”) (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010):
	No	Owners Name
	S01	Pius Joackim Game in Parenership with Mustafa Kaombwe and Msua Mkumbo
	S03	Mohamed Suleimani and Partners Plus Chombo, Alfred Joakim and Heri S. Mhula
	S04	Maswi Marwa In Partnership with Robert Malando, Andrew Julius Marando and Mathew Melania

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35

Exhibit
Number		Description
	S05	John Bina Wambura in Partnership with Fabiano Lango
	S06	Elizabeth Shango
	S07	Athuman Chiboni in Partnership with Maswi Marwa and Robert Malando
	S08	Malando Maywili in Partnership with Charles Mchembe
	S09	Robert Malando
	S10	Raymond Athumani Munyawi
	S11	Jeremia K. Lulu in Partnership with Agnes Musa, Juma Shashu, Neema Safari, Neema Tungaraza, Safari Neema Tungaraza, Safari Meema and Simon Gidazada
	S12	Heri S. Mhula and partners Samweli Sumbuka, Plus Gam and Shambulingole
	S13	Limbu Magambo Nyoda and Partners Saba Joseph, Bakari Kahinda
	S14	Shambuli Sumbuka in Partnership with Limbu Gambo
	S15	Salama Mselemu
	S16	John Bina Wambura in Partnership with Bosco Sevelin Chaila; Plus Game; Saimon Jonga
	S17	John Bina Wambura in Partnership with Jumanne Mtemi; Anton Gidion; Bosco Sevelin Chaila; Plus Game; Saimon Jonga
	S18	Limbu Magambo in Partnership with Pous GamI and Shambuli Sumbuka
	S19	Lukas Mmary in Partnership with Henry Pajero, John Bina, Massanja Game, Mwajuma Joseph, Mwita Magita and Plus Game
	S20	Maswi Marwa In Partnership with Shagida malando; Marwa Marwa; Benidict Mitti and Fred Mgongo
	S21	Mustafa IDD Kaombwe
	S22	Mustafa IDD Kaombwe in Partnership with Mahega Malugoyi; Julias Kamana; Ramadhani Lyanga and Abas Mustafa
	S23	Ramadhani Mohamed Lyanga In partnership With Mustafa Kaombwe and Bethod Njega
	S24	Ales David Kajoro in partnership with Henry Ignas; Daud Peter and Julias Charles Rugiga
	S25	Joel Mazemle in Partnership with Christina Mazemle, Plus Chombo and Limbu Magambo Nyoda
	S26	Idd Ismail in Partnership with Bakari Abdi, Elizabeth U. Yohana, Emanuel Marco, Hamisi Ramadhan, Husein Hasan,  Mnaya Hosea, and Sanane Msigalali
10.17	Form of Addendum No. 1 to Mineral Property Sales Agreement dated September 18, 2009 between a director of the Company and the Landowners (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)
10.18	Form of Addendum No. 2 to Mineral Property Sales Agreement dated January 18, 2010 between a director of the Company and the Landowners (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)
10.19	Form of Addendum No. 3 to Mineral Property Sales Agreement dated July 27, 2010 between a director of the Company and the Landowners (incorporated by reference from our Quarterly Report on Form 10- Q filed on November 23, 2010)
10.20	Mineral Financing Agreement between the Company and Ahmed Magoma dated October 19, 2009 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)
10.21	Property Purchase Agreement between Geo Can Resources Company Limited and Kilimanjaro Mining Company, Inc dated May 5, 2009(incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)
10.22	Amendment to Mineral Financing Agreement between the Company and Ahmed Magoma dated October 27, 2009 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)
10.23	Declaration of Trust of Geo Can Resources Company Limited dated July 23, 2009 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)
10.24	Form of Subscription Agreement for non US Subscribers (incorporated by reference from our Current Report on Form 8-K filed on March 11, 2011)
10.25	Form of Subscription Agreement for US Subscribers (incorporated by reference from our Current Report on Form 8-K filed on March 11, 2011)
10.26	Consulting Agreement dated April 26, 2011 between David Kalenuik and the Company (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2011)
10.27	Consulting Agreement dated April 26, 2011 between Roger Newell and the Company (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2011)
10.28	Employment Agreement dated April 26, 2011 between Heidi Kalenuik and the Company (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2011)

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36

Exhibit
Number	Description
10.29	Employment Agreement dated April 26, 2011 between Ming Zhu and the Company (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2011)
10.30	Geita Option Agreement dated May 6, 2011 between Otterburn Ventures Inc. and the Company (incorporated by reference from our Current Report on Form 8-K filed on May 12, 2011)
10.31	Kalemela Option Agreement dated May 6, 2011 between Otterburn Ventures Inc. and the Company (incorporated by reference from our Current Report on Form 8-K filed on May 12, 2011)
10.32	North Mara Option Agreement dated May 6, 2011 between Otterburn Ventures Inc. and the Company (incorporated by reference from our Current Report on Form 8-K filed on May 12, 2011)
10.33	Singida Option Agreement dated May 6, 2011 among Otterburn Ventures Inc., the Company and Ahmed Abubakar Magoma (incorporated by reference from our Current Report on Form 8-K filed on May 12, 2011)
14.1	Code of Ethics (incorporated by reference from our Annual Report on Form 10-K filed on June 26, 2008)
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002
32.2*	Certification of Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002
99.2	Audit Committee Charter (incorporated by reference from our Annual Report on Form 10-K filed on June 26, 2008)
99.3	Disclosure Committee Charter (incorporated by reference from our Annual Report on Form 10-K filed on June 26, 2008)
EX-101.INS	XBRL INSTANCE DOCUMENT
EX-101.SCH	XBRL TAXONOMY EXTENSION SCHEMA
EX-101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
EX-101.LAB	XBRL TAXONOMY EXTENSION LABEL LINKBASE
EX-101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

* Filed herewith.

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37

SIGNATURES

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

LAKE VICTORIA MINING COMPANY, INC.
By	/s/ David Kalenuik
	David Kalenuik
	President and Chief Executive Officer
	(Principal Executive Officer)
Date:	August 11, 2011
By	/s/ Ming Zhu
	Ming Zhu
	Chief Financial Officer
	(Principal Accounting Officer and Principal
	Financial Officer)
Date:	August 11, 2011

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