UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10−Q/A


(AMENDMENT
NO. 1)





(Mark
One)


x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934


For the
quarterly period ended: March 31, 2009





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


For the
transition period from ____________ to _____________




Commission
File Number: 000-28543




LIGHTBRIDGE
CORPORATION


(Exact
name of registrant as specified in its charter)





Nevada
              
              91-1975651(State
      or other jurisdiction of
              
              (I.R.S.
      Empl. Ident. No.)incorporation
      or organization)





1600
Tyson’s Boulevard, Suite 550


McLean,
VA  22102


(Address
of principal executive offices, Zip Code)





(571)
730-1200


(Registrant’s
telephone number, including area code)




(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 Exchange Act during the past 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    ̈  No  x





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





Large
      Accelerated Filer
             ̈
            Accelerated
      Filer  ̈Non-Accelerated
      Filer
             ̈ (Do not check if
      a smaller reporting company)
            Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).Yes  ̈ No x





The
number of shares outstanding of each of the issuer’s classes of common equity,
as of March 31, 2009 is as follows:





Class of Securities
              
              Shares OutstandingCommon
      Stock, $0.001 par value
              
              301,841,722





Transitional
Small Business Disclosure Format (check one):  Yes ̈Nox





EXPLANATORY
NOTE




This
Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Lightbridge
Corporation (the “Company”) Quarterly Report on Form 10-Q for the quarter ended
September 30, 2009, previously filed with the Securities and Exchange Commission
on May 12, 2009 (the “Original Filing”). This Amendment is being filed
solely to include revised certifications of the Principal Executive Officer and
the Principal Financial and Accounting Officer, required pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act and 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Each
certification, as corrected by this Amendment, was true and correct as of the
date of the Original Filing.




No
modification or update is otherwise made to any other disclosures in the
Original Filing, nor does this Amendment reflect any events occurring after the
date of the Original Filing.


2


PART
II


OTHER
INFORMATION





ITEM
6.     EXHIBITS





The
following exhibits are filed with this report, except those indicated as having
previously been filed with the SEC and are incorporated by reference to another
report, registration statement or form. As to any shareholder of record
requesting a copy of this report, we will furnish any exhibit indicated in the
list below as filed with this report upon payment to us of our expenses in
furnishing the information.





Exhibit
                        Number
                    
                    Description3.1
                    
                    Articles
      of Incorporation (incorporated by reference Exhibit 3.1 of the Company’s
      Quarterly Report on Form 10-Q filed on November 12,
  2009)3.2
                    
                    By-laws
      (incorporated by reference from the current report of the Company on Form
      8-K filed on September 18, 2006).4.1
                    
                    2005
      Compensation Plan for Outside Consultants of Custom Brand Networks, Inc.
      dated March 1, 2005 (incorporated by reference from the Company’s
      Registration Statement on Form S-8 filed on March 10,
    2005).4.2
                    
                    2005
      Augmented Compensation Plan for Outside Consultants of the Company dated
      August 15, 2005 (incorporated by reference from the Company’s Registration
      Statement on Form S-8 filed on August 19, 2005).4.3
                    
                    2006
      Stock Plan (incorporated by reference to Exhibit 10.1 of the current
      report of the Company on Form 8-K filed February 21,
  2006)31.1*
                    
                    Rule
      13a-14(a)/15d-14(a) Certification - Principal Executive
      Officer31.2*
                    
                    Rule
      13a-14(a)/15d-14(a) Certification - Principal Accounting
      Officer32
      *
                    
                    Section
      1350
Certifications


______________


* Filed
Herewith


3


SIGNATURES





In
accordance with section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant caused this Report on Form 10-Q to be signed on its behalf by the
undersigned, thereto duly authorized individuals.





Date:
November 19, 2009





LIGHTBRIDGE
      CORPORATIONBy:
                                /s/ Seth
      GraeSeth
      GraeChief
      Executive Officer,President
      and Director(Principal
      Financial Officer)By:
                                /s/ James
      GuerraJames
      GuerraChief
      Operating Officer andChief
      Financial Officer(Principal
      Financial Officer andPrincipal
      Accounting
Officer)


4


EXHIBIT
INDEX





Exhibit
                        Number
                    
                    Description3.1
                    
                    Articles
      of Incorporation (incorporated by reference Exhibit 3.1 of the Company’s
      Quarterly Report on Form 10-Q filed on November 12,
  2009)3.2
                    
                    By-laws
      (incorporated by reference from the current report of the Company on Form
      8-K filed on September 18, 2006).4.1
                    
                    2005
      Compensation Plan for Outside Consultants of Custom Brand Networks, Inc.
      dated March 1, 2005 (incorporated by reference from the Company’s
      Registration Statement on Form S-8 filed on March 10,
    2005).4.2
                    
                    2005
      Augmented Compensation Plan for Outside Consultants of the Company dated
      August 15, 2005 (incorporated by reference from the Company’s Registration
      Statement on Form S-8 filed on August 19, 2005).4.3
                    
                    2006
      Stock Plan (incorporated by reference to Exhibit 10.1 of the current
      report of the Company on Form 8-K filed February 21,
  2006)31.1*
                    
                    Rule
      13a-14(a)/15d-14(a) Certification - Principal Executive
      Officer31.2*
                    
                    Rule
      13a-14(a)/15d-14(a) Certification - Principal Accounting
      Officer32
      *
                    
                    Section
      1350
Certifications


______________


*Filed
Herewith


5