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UNITED STATESSECURITIES 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, 2012

[ ] 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)

604.248.5750(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):

|Large accelerated filer [ ]                   | Accelerated filer [ ]          
|--------------------------------------------- | -------------------------------
|Non-accelerated filer [ ]                     | Smaller reporting company [ x ]
|(Do not check if a smaller reporting company) |                                

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

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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 14,
    2012, there were 111,770,733 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, 2012                     

|                                               | Index
|---------------------------------------------- | -----
|                                               |      
|Consolidated Balance Sheets                    | F2  
|Consolidated Statements of Comprehensive Loss  | 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,   |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                                                                                                           |  | 2012        |   |  | 2012        |  
|                                                                                                                                                           |  | $           |   |  | $           |  
|                                                                                                                                                           |  | (Unaudited) |   |  | (Audited)   |  
|ASSETS                                                                                                                                                     |  |             |   |  |             |  
|Current Assets                                                                                                                                             |  |             |   |  |             |  
|Cash and cash equivalents                                                                                                                                  |  | 187,605     |   |  | 523,405     |  
|Advances and deposits (Note 3(e))                                                                                                                          |  | 79,418      |   |  | 63,187      |  
|Total Current Assets                                                                                                                                       |  | 267,023     |   |  | 586,592     |  
|Property and Equipment (Note 4)                                                                                                                            |  | 119,396     |   |  | 129,248     |  
|Mineral Properties (Note 6)                                                                                                                                |  | 548,200     |   |  | 556,750     |  
|Total Assets                                                                                                                                               |  | 934,619     |   |  | 1,272,590   |  
|                                                                                                                                                           |  |             |   |  |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                       |  |             |   |  |             |  
|Current Liabilities                                                                                                                                        |  |             |   |  |             |  
|Accounts payable                                                                                                                                           |  | 409,086     |   |  | 168,655     |  
|Accounts payable to related
      party (Note 3)                                                                                                           |  | 24,255      |   |  | 500         |  
|Accrued expenses                                                                                                                                           |  | 1,820       |   |  | 47,094      |  
|Other payables (Note 5)                                                                                                                                    |  | 41,749      |   |  | 3,630       |  
|Total Liabilities                                                                                                                                          |  | 476,910     |   |  | 219,879     |  
|                                                                                                                                                           |  |             |   |  |             |  
|Nature of Operations and Going Concern (Note 1)                                                                                                            |  |             |   |  |             |  
|Commitments (Note 10)                                                                                                                                      |  |             |   |  |             |  
|Stockholders Equity                                                                                                                                       |  |             |   |  |             |  
|Preferred Stock, 100,000,000 shares
      authorized, $0.00001 par value; 
      No shares issued and outstanding (Note
      7)                           |  |            |   |  |            |  
|Common Stock, 250,000,000 shares authorized, $0.00001 par
      value; 
      111,770,733 shares issued and outstanding (2012 - 97,485,733)
      (Note 7) |  | 1,118       |   |  | 975         |  
|Additional Paid-in Capital                                                                                                                                 |  | 17,361,582  |   |  | 16,142,289  |  
|Common Stock and Warrants Issuable (Note 7)                                                                                                                |  | 166,975     |   |  | 737,100     |  
|Deficit Accumulated During the Exploration Stage                                                                                                           |  | (17,071,966 | ) |  | (15,827,653 | )
|Total
      Stockholders Equity                                                                                                                           |  | 457,709     |   |  | 1,052,711   |  
|Total Liabilities and Stockholders Equity                                                                                                                 |  | 934,619     |   |  | 1,272,590   |  

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

F-2

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|Lake Victoria Mining Company, Inc.           
|---------------------------------------------
|(An Exploration Stage Company)               
|Consolidated Statements of Comprehensive Loss
|(Expressed in US dollars)                    
|(Unaudited)                                  

|                                                                  |  |                    |   |  |                        |   |  | Accumulated From  |  
|----------------------------------------------------------------- |  | ------------------ | - |  | ---------------------- | - |  | ----------------- | -
|                                                                  |  |                    |   |  |                        |   |  | December 11, 2006 |  
|                                                                  |  | Three Months Ended |   |  | (Date of Inception) to |  
|                                                                  |  | June 30,           |   |  |                        |   |  | June 30,          |  
|                                                                  |  | 2012               |   |  | 2011                   |   |  | 2012              |  
|                                                                  |  | $                  |   |  | $                      |   |  | $                 |  
|                                                                  |  |                    |   |  |                        |   |  |                   |  
|Revenue                                                           |  |                   |   |  |                       |   |  |                  |  
|                                                                  |  |                    |   |  |                        |   |  |                   |  
|Expenses                                                          |  |                    |   |  |                        |   |  |                   |  
|Amortization and depreciation                                     |  | 10,183             |   |  | 7,125                  |   |  | 84,495            |  
|Exploration costs (Notes 3 and
      6)                           |  | 517,021            |   |  | 53,056                 |   |  | 4,614,862         |  
|General and administrative                                        |  | 90,246             |   |  | 68,825                 |   |  | 2,377,148         |  
|Impairment of mineral property
      acquisition costs (Note 6)   |  | 8,550              |   |  |                       |   |  | 11,593,253        |  
|Management and director fees                                      |  | 9,000              |   |  | 5,000                  |   |  | 565,017           |  
|Professional and consulting
      fees                            |  | 91,161             |   |  | 100,025                |   |  | 3,661,910         |  
|Salaries                                                          |  | 136,672            |   |  | 144,987                |   |  | 843,455           |  
|Stock-based compensation (Note
      8)                           |  | 362,336            |   |  |                       |   |  | 2,170,150         |  
|Travel and accommodation                                          |  | 13,326             |   |  | 24,638                 |   |  | 412,942           |  
|                                                                  |  |                    |   |  |                        |   |  |                   |  
|Total Operating
      Expenses                                    |  | 1,238,495          |   |  | 403,656                |   |  | 26,323,232        |  
|                                                                  |  |                    |   |  |                        |   |  |                   |  
|Operating Loss                                                    |  | (1,238,495         | ) |  | (403,656               | ) |  | (26,323,232       | )
|                                                                  |  |                    |   |  |                        |   |  |                   |  
|Other Income (Expenses)                                           |  |                    |   |  |                        |   |  |                   |  
|Loss on sales of investments                                      |  |                   |   |  |                       |   |  | (752,489          | )
|Foreign exchange loss                                             |  | (5,821             | ) |  | (3,163                 | ) |  | (165,253          | )
|Interest income                                                   |  | 3                  |   |  | 1,204                  |   |  | 11,027            |  
|Interest expense                                                  |  |                   |   |  |                       |   |  | (1,045            | )
|Loss on debt settlement                                           |  |                   |   |  |                       |   |  | (63,752           | )
|Other income                                                      |  |                   |   |  |                       |   |  | 15,900            |  
|Income from options granted on mineral
      properties           |  |                   |   |  | 1,487,423              |   |  | 1,487,423         |  
|                                                                  |  |                    |   |  |                        |   |  |                   |  
|Total Other Income (Expenses)                                     |  | (5,818             | ) |  | 1,485,464              |   |  | 531,811           |  
|Net loss                                                          |  | (1,244,313         | ) |  | 1,081,808              |   |  | (25,791,421       | )
|Net loss attributable to non-controlling interest                 |  |                   |   |  |                       |   |  | 8,719,455         |  
|Net Income (Loss)
      Attributable to the Company               |  | (1,244,313         | ) |  | 1,081,808              |   |  | (17,071,966       | )
|                                                                  |  |                    |   |  |                        |   |  |                   |  
|Net loss                                                          |  | (1,244,313         | ) |  | 1,081,808              |   |  | (25,791,421       | )
|Other Comprehensive Loss                                          |  |                    |   |  |                        |   |  |                   |  
|Unrealized holding losses on other investment                     |  |                   |   |  | (110,000               | ) |  |                  |  
|Comprehensive loss                                                |  | (1,244,313         | ) |  | 971,808                |   |  | (25,791,421       | )
|Comprehensive Loss
      attributable to non-controlling interest |  |                   |   |  |                       |   |  | 8,719,455         |  
|Comprehensive Loss attributable to the Company                    |  | (1,244,313         | ) |  | 971,808                |   |  | (17,071,966       | )
|Net Loss Per Share
       Basic and Diluted                      |  | (0.01              | ) |  | (0.01                  | ) |  |                   |  
|Weighted Average Shares Outstanding                               |  | 109,102,107        |   |  | 96,472,406             |   |  |                   |  

The accompanying notes are an integral part of these
  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)                                                                  |  |                    |   |  |                     |   |  | Accumulated From       |  
|                                                                             |  | Three Months Ended |   |  | December 11, 2006   |  
|                                                                             |  | June 30,           |   |  | (Date of Inception) |  
|                                                                             |  | 2012               |   |  | 2011                |   |  | to
      June 30, 2012 |  
|                                                                             |  | $                  |   |  | $                   |   |  | $                      |  
|Operating Activities                                                         |  |                    |   |  |                     |   |  |                        |  
|Net Income (Loss)                                                            |  | (1,244,313         | ) |  | 1,081,808           |   |  | (17,071,966            | )
|Adjustments to reconcile net loss to cash
      used in operating activities |  |                    |   |  |                     |   |  |                        |  
|Amortization and depreciation                                                |  | 10,183             |   |  | 7,125               |   |  | 84,495                 |  
|Directors' compensation share
      payments                                 |  |                   |   |  |                    |   |  | 35,000                 |  
|Impairment of mineral property acquisition
      cost                        |  | 8,550              |   |  |                    |   |  | 11,593,253             |  
|Loss on debt settlement                                                      |  |                   |   |  |                    |   |  | 63,752                 |  
|Loss on sales of investments                                                 |  |                   |   |  |                    |   |  | 752,489                |  
|Loss in subsidiary attributed
      to non-controlling interest              |  |                   |   |  |                    |   |  | (8,719,455             | )
|Restructuring charges                                                        |  |                   |   |  |                    |   |  | (110,019               | )
|Share payment for consulting
      services                                  |  |                   |   |  | 48,900              |   |  | 2,746,498              |  
|Share payments received for options granted on
      mineral properties      |  |                   |   |  | (990,000            | ) |  | (990,000               | )
|Cash received from options
      granted on mineral properties               |  |                   |   |  |                    |   |  | (497,423               | )
|Stock-based compensation                                                     |  | 362,336            |   |  |                    |   |  | 2,170,150              |  
|Changes in operating assets and
      liabilities:                           |  |                    |   |  |                     |   |  |                        |  
|Increase in advances and deposits                                            |  | (16,231            | ) |  | (30,904             | ) |  | (79,418                | )
|Increase in amounts receivable                                               |  |                   |   |  | (337,429            | ) |  |                       |  
|(Decrease) Increase in amounts due to/from
      related parties             |  | 23,755             |   |  | (125,730            | ) |  | 24,255                 |  
|(Decrease) Increase in
      accounts payable                                |  | 240,431            |   |  | (12,008             | ) |  | 409,068                |  
|Decrease in accrued expenses                                                 |  | (45,274            | ) |  | (119,539            | ) |  | 1,820                  |  
|(Decrease) Increase in other payables                                        |  | 38,119             |   |  | 11,423              |   |  | 41,750                 |  
|Net Cash Used In
      Operating Activities                                  |  | (622,444           | ) |  | (466,354            | ) |  | (9,545,751             | )
|Investing Activities                                                         |  |                    |   |  |                     |   |  |                        |  
|Acquisition of property, plant and equipment                                 |  | (331               | ) |  | (15,994             | ) |  | (203,893               | )
|Cash payment for acquisition
      of mineral properties                     |  |                   |   |  | (239,900            | ) |  | (4,237,053             | )
|Cash received from options granted on mineral
      properties               |  |                   |   |  |                    |   |  | 497,423                |  
|Proceeds of subsidiary stock
      issuances                                 |  |                   |   |  |                    |   |  | 1,600,300              |  
|Purchase of investment                                                       |  |                   |   |  |                    |   |  | (5,000                 | )
|Proceeds from sale of investments                                            |  |                   |   |  |                    |   |  | 242,511                |  
|Net Cash Used In
      Investing Activities                                  |  | (331               | ) |  | (255,894            | ) |  | (2,105,712             | )
|Financing Activities                                                         |  |                    |   |  |                     |   |  |                        |  
|Proceeds from note payable                                                   |  |                   |   |  |                    |   |  | 12,750                 |  
|Repayment of note payable                                                    |  |                   |   |  |                    |   |  | (12,750                | )
|Proceeds from issuance of stock, net                                         |  | 286,975            |   |  |                    |   |  | 11,853,046             |  
|Payment for cancellation of stock                                            |  |                   |   |  |                    |   |  | (14,000                | )
|Net Cash Provided
      By Financing Activities                              |  | 286,975            |   |  |                    |   |  | 11,839,046             |  
|Net (Decrease) Increase In Cash and Cash
      Equivalents                   |  | (335,800           | ) |  | (722,248            | ) |  | 187,605                |  
|Cash and Cash
      Equivalents at Beginning of Period                       |  | 523,405            |   |  | 2,282,902           |   |  |                       |  
|Cash and Cash Equivalents at End of Period                                   |  | 187,605            |   |  | 1,560,654           |   |  | 187,605                |  

Supplemental Cash Flow information ( Note 9)

The accompanying notes are an integral part of these
  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, 2012                                 
|(Expressed in US dollars)                     
|(Unaudited)                                   

|1. | Nature of Operations and Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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, 2012, 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 $17,071,966 incurred through June 30, 2012. The Company also
      has no revenues. These factors raise substantial doubt about the Companys
      ability to continue as a going concern. Management intends to seek
      additional capital from new equity securities offerings that will provide
      funds needed to continue the exploration for gold and uranium. No
      assurance can be given that additional financing will be available, or
      that it can be obtained on terms acceptable to the Company and its
      shareholders. 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-5

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|Lake Victoria Mining Company, Inc.            
|----------------------------------------------
|(An Exploration Stage Company)                
|Notes to the Consolidated Financial Statements
|June 30, 2012                                 
|(Expressed in US dollars)                     

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | c)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | d)                                                          
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|   | e)                                                          
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|   | f)                                                          
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|   | g)                                                          
|   |                                                             
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|   |                                                             
|   |                                                             

F-6

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|Lake Victoria Mining Company, Inc.            
|----------------------------------------------
|(An Exploration Stage Company)                
|Notes to the Consolidated Financial Statements
|June 30, 2012                                 
|(Expressed in US dollars)                     

|2. | Summary of Significant Accounting Principles
      (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | h)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | i)                                                            
|   |                                                               
|   |                                                               
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|   | j)                                                            
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|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               

F-7

---

|Lake Victoria Mining Company, Inc.            
|----------------------------------------------
|(An Exploration Stage Company)                
|Notes to the Consolidated Financial Statements
|June 30, 2012                                 
|(Expressed in US dollars)                     

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | j)                                                          
|   |                                                             
|   |                                                             

Fair Value Measurements UsingQuoted Prices in
      
      
      SignificantActive Markets
      
      
      Other
      
      
      SignificantFor Identical
      
      
      Observable
      
      
      Unobservable
      
      
      BalanceInstruments
      
      
      Inputs
      
      
      Inputs
      
      
      June 30,(Level 1)
      
      
      (Level 2)
      
      
      (Level 3)
      
      
      2012$
      
      
      $
      
      
      $
      
      
      $Assets:Cash and cash equivalents
      
      187,605
      
      
      
      
      
      
      
      
      187,605


| | 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 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, 2012, approximately $103,643 of property and
      equipment is located in Tanzania and $15,754 in Canada. 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. During the six month periods
      ended June 30, 2012 and 2011, the Company had unrealized loss on
      short-term investments of $Nil and $110,000, 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.

F-8

---

|Lake Victoria Mining Company, Inc.            
|----------------------------------------------
|(An Exploration Stage Company)                
|Notes to the Consolidated Financial Statements
|June 30, 2012                                 
|(Expressed in US dollars)                     

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | o)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   | p)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | q)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|3. | Related Party Transactions and Balances                     
|   |                                                             
|   | a)                                                          
|   |                                                             
|   | b)                                                          
|   |                                                             
|   | c)                                                          
|   |                                                             
|   | d)                                                          
|   |                                                             
|   | e)                                                          
|   |                                                             
|4. | Property and Equipment                                      
|   |                                                             
|   | Property and equipment consists of the
      following:     

| |                            |  | As at June 30, 2012 |  |  | As at March 31, 2012 | 
| | -------------------------- |  | ------------------- |  |  | -------------------- | 
| |                            |  |                     |  |  | Accumulated          | 
| |                            |  | Cost                |  |  | Amortization         | 
| |                            |  | $                   |  |  | $                    | 
| | Mining tools and equipment |  | 143,271             |  |  | 58,018               | 
| | Motor vehicle              |  | 12,800              |  |  | 2,773                | 
| | Furniture and equipment    |  | 12,127              |  |  | 4,375                | 
| | Computer and software      |  | 35,694              |  |  | 19,330               | 
| |                            |  | 203,892             |  |  | 84,496               | 

|5. | Other Payables                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                            
|   | As of June 30, 2012 and March 31, 2012, one subsidiary of
      the Company withheld tax deductions of $29,981 and $3,111, respectively,
      to conform to local tax law.

F-9

---

|Lake Victoria Mining Company, Inc.            
|----------------------------------------------
|(An Exploration Stage Company)                
|Notes to the Consolidated Financial Statements
|June 30, 2012                                 
|(Expressed in US dollars)                     

|6. | Mineral Property Acquisition and Exploration
      Costs                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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 incurred during the three months ended June 30,
      2012:                                                                                                                                                                                                                                                                                                                     

| |                |  | Geita   |   |  | Uyowa   |  |  | Handeni |   |  | Buhemba |  |  |         |  
| | -------------- |  | ------- | - |  | ------- |  |  | ------- | - |  | ------- |  |  | ------- | -
| |                |  | Project |   |  | Project |  |  | Project |   |  | Project |  |  | Total   |  
| |                |  | $       |   |  | $       |  |  | $       |   |  | $       |  |  | $       |  
| |                |  |         |   |  |         |  |  |         |   |  |         |  |  |         |  
| | March 31, 2012 |  | 6,150   |   |  | 40,000  |  |  | 253,650 |   |  | 256,950 |  |  | 556,750 |  
| | Impairment     |  | (6,150  | ) |  | -       |  |  | (2,400  | ) |  | -       |  |  | (8,550  | )
| | June 30, 2012  |  | -       |   |  | 40,000  |  |  | 251,250 |   |  | 256,950 |  |  | 548,200 |  

The following is a continuity of
  mineral property exploration costs incurred during the three months ended June
  30, 2012:

|                                         |  | Kalemela 
      $ |  |  | Geita 
      $ |  |  | Kinyambwiga
      $ |  |  | Suguti 
      $ |  |  | Singida 
      $ |  |  | Uyowa 
      $ |  |  | North 
      Mara 
      $ |  |  | Handeni 
      $ |  |  | Buhemba 
      $ |  |  | Other 
      Project 
      $ |  |  | Total 
      $ | 
|---------------------------------------- |  | ----------------- |  |  | -------------- |  |  | ------------------- |  |  | --------------- |  |  | ---------------- |  |  | -------------- |  |  | -------------------------- |  |  | ---------------- |  |  | ---------------- |  |  | ----------------------------- |  |  | -------------- | 
|Accumulated balance, March 31, 2012      |  | 640,692           |  |  | 417,839        |  |  | 597,972             |  |  | 117,737         |  |  | 1,292,661        |  |  | 651,388        |  |  | 77,941                     |  |  | 136,873          |  |  | 105,841          |  |  | 58,898                        |  |  | 4,097,842      | 
|                                         |  |                   |  |  |                |  |  |                     |  |  |                 |  |  |                  |  |  |                |  |  |                            |  |  |                  |  |  |                  |  |  |                               |  |  |                | 
|Exploration Expenditures:                |  |                   |  |  |                |  |  |                     |  |  |                 |  |  |                  |  |  |                |  |  |                            |  |  |                  |  |  |                  |  |  |                               |  |  |                | 
|Camp, Field Supplies and Travel          |  | -                 |  |  | -              |  |  | 845                 |  |  | 2,314           |  |  | 7,194            |  |  | 13,614         |  |  | -                          |  |  | -                |  |  | 14,015           |  |  | -                             |  |  | 37,982         | 
|Drilling Cost                            |  | -                 |  |  | -              |  |  | -                   |  |  | -               |  |  | -                |  |  | 261,974        |  |  | -                          |  |  | -                |  |  | 50,484           |  |  | -                             |  |  | 312,458        | 
|Geological Consulting and Wages          |  | -                 |  |  | -              |  |  | 10,452              |  |  | 6,996           |  |  | 14,149           |  |  | 70,359         |  |  | -                          |  |  | -                |  |  | 30,080           |  |  | 721                           |  |  | 132,757        | 
|Geophysical and Geochemical              |  | -                 |  |  | -              |  |  | -                   |  |  | 291             |  |  | -                |  |  | -              |  |  | -                          |  |  | -                |  |  | 4,482            |  |  | -                             |  |  | 4,773          | 
|Parts and Equipment                      |  | -                 |  |  | -              |  |  | -                   |  |  | 74              |  |  | 998              |  |  | 1,523          |  |  | -                          |  |  | -                |  |  | 422              |  |  | -                             |  |  | 3,017          | 
|Vehicle and Fuel expenses                |  | -                 |  |  | -              |  |  | 1,323               |  |  | 3,096           |  |  | 1,674            |  |  | 7,885          |  |  | -                          |  |  | -                |  |  | 12,056           |  |  | -                             |  |  | 26,034         | 
|                                         |  | -                 |  |  | -              |  |  | 12,620              |  |  | 12,771          |  |  | 24,015           |  |  | 355,355        |  |  | -                          |  |  | -                |  |  | 111,539          |  |  | 721                           |  |  | 517,021        | 
|                                         |  |                   |  |  |                |  |  |                     |  |  |                 |  |  |                  |  |  |                |  |  |                            |  |  |                  |  |  |                  |  |  |                               |  |  |                | 
|Accumulated
      balance, June 30, 2012 |  | 640,692           |  |  | 417,839        |  |  | 610,592             |  |  | 130,508         |  |  | 1,316,676        |  |  | 1,006,743      |  |  | 77,941                     |  |  | 136,873          |  |  | 217,380          |  |  | 59,619                        |  |  | 4,614,863      | 

| | a) | Geita Project                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | As a part of the Geo Can Agreement, the Company acquired
      prospecting license PL2806 which were divided into two prospecting
      licenses. The original license was expired and the project is now
      comprised of one license and one license under application. The Geita Gold
      Project is located in Northern Tanzania within the Lake Victoria
      Goldfields in the Geita District, Mwanza Region.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | On March 2, 2012, the Company was granted one license on
      Geita project for a total consideration of $12,300, of which $6,150 was
      paid on March 2, 2012 and $6,150 was due on July 30, 2012. As at June 30,
      2012, the Company returned the license and Capitalized acquisition costs
      of $6,150 were determined to be impaired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | b) | 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 to
      acquire 60 PMLs in the Singida area. As of June 30, 2012, the Company has
      100% acquired 23 PMLs. On August 9, 2011, the Company relinquished 17 PMLs
      and the Company has the option to acquire 20 PMLs. 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
      $4,682,075 (TZS7,551,733,325),outstanding option payments in US Dollar
      amount is estimated with an exchange rate of 0.00062 as at June 30, 2012),
      payable by March 9, 2013. Pursuant to the Mineral Financing Agreement, the
      Company has made payments of $Nil in fiscal 2013 and $350,512 in fiscal
      2012.

F-10

---

|Lake Victoria Mining Company, Inc.            
|----------------------------------------------
|(An Exploration Stage Company)                
|Notes to the Consolidated Financial Statements
|June 30, 2012                                 
|(Expressed in US dollars)                     

|6. | Mineral Property Acquisition and Exploration Costs
      (continued)
|-- | --------------------------------------------------------------------
|   |                                                                     
|   | b)                                                                  
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   | c)                                                                  
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   |                                                                     

| | 1) | paying $20,000 within 7 days after execution date. The
      payment was made on July 21, 2011;                                                                                        
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2) | paying $20,000 on or before the earlier of location of a
      drilling rig on each PML in good working condition or January 16, 2012.
      The payment was made on September 6, 2011.
| | 3) | paying a total amount of $450,000, of which $25,000 due
      in July 2012, $25,000 due in 2013 January, $360,000 due in 2013 July and
      $40,000 due in 2014 January.              
| | 4) | A royalty of 1% of net profit interest may be purchased
      at any time after completing $400,000 of payments by paying $250,000 per
      PML.                                      

F-11

---

|Lake Victoria Mining Company, Inc.            
|----------------------------------------------
|(An Exploration Stage Company)                
|Notes to the Consolidated Financial Statements
|June 30, 2012                                 
|(Expressed in US dollars)                     

|6. | Mineral Property Acquisition and Exploration Costs
      (continued)
|-- | --------------------------------------------------------------------
|   |                                                                     
|   | d)                                                                  
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   |                                                                     
|   |                                                                     

| | 1) | paying a total amount of $470,000 to earn up to 90% of
      interest, of which $20,000 paid on July 6, 2011 and $50,000 paid on Sept
      21, 2011, $50,000 due in 2012, $100,000 due in 2013, $125,000 due in 2014
      and $125,000 due in 2015;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                      
| | 2) | paying $1,500,000 on or before September 21, 2015 to earn
      final 10% interest.                                                                                                                                                                  

| |    | On March 21, 2012, the Company terminated this agreement.
      Capitalized acquisition costs of $70,000 were determined to be
      impaired.                                                                                                                                                                                                                                                             
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | On March 7, 2012, the Company was granted one license on
      Handeni project for a total consideration of $4,800, of which $2,400 was
      paid on March 7, 2012 and $2,400 was due on August 14, 2012. As at June
      30, 2012, the Company returned the license and capitalized acquisition
      costs of $2,400 were determined to be impaired.                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                            
| | e) | 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
      agreement to acquire one prospecting license. The total consideration was
      $112,150, of which $89,650 was paid on April 29, 2011 and $22,500 was paid
      on July 14, 2011. 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 March 7, 2012, the Company was granted one license on
      Buhemba project for a total consideration of $76,800, of which $6,800 was
      paid on March 7, 2012, $35,000 is due on September 3, 2012 and $35,000 is
      due on October 5, 2012.                                                                                                                                                     

|7. | 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, 2012, the
      Company has not issued any preferred stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company is authorized to issue 250,000,000 shares of
      common stock. All shares have equal voting rights, are non-assessable and
      have one vote per share. Voting rights are not cumulative and, therefore,
      the holders of more than 50% of the common stock could, if they choose to
      do so, elect all of the directors of the Company.                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On April 17, 2012, the Company completed first closing of
      a private placement of 14,285,000 units at $0.06 per unit for gross
      consideration of $857,100. Each unit consists of one share of common stock
      and one redeemable warrant. One redeemable warrant entitles the holder to
      purchase one additional share of common stock at $0.12 per share until
      April 17, 2014. The redeemable warrants are callable by the Company if the
      closing sales price of the common shares is equal to or greater than $0.18
      per common share in 10 consecutive trading days. As of June 30, 2012, the
      Company had received additional subscriptions of $166,975 for 2,782,917
      units.

F-12

---

|Lake Victoria Mining Company, Inc.            
|----------------------------------------------
|(An Exploration Stage Company)                
|Notes to the Consolidated Financial Statements
|June 30, 2012                                 
|(Expressed in US dollars)                     

|8. | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On April 30, 2012, the Company granted 4,800,000 stock
      options to seven directors and officers, and 120,000 stock options to a
      senior geological consultant at an exercise price of $0.09 per share which
      will expire on April 30, 2015. All stock options are non-qualified and
      vested immediately. The weighted average grant date fair value of stock
      options granted during the three months ended June 30, 2012 was $0.07. The
      fair value of the options was estimated using the Black-Scholes pricing
      model based on the following assumptions: dividend yield of 0%; risk-free
      interest rate of 0.38%; expected life of three years; and volatility of
      158%. During the three months ended June 30, 2012, the Company recorded
      stock-based compensation of $362,336 for these stock options.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 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, 2012      |  | 4,600,000 |  |  | 0.15     |  |  |              |  |  |           | 
| | Granted                          |  | 4,920,000 |  |  | 0.09     |  |  |              |  |  |           | 
| | Expired                          |  |          |  |  |         |  |  |              |  |  |           | 
| | Outstanding, June
      30, 2012 |  | 9,520,000 |  |  | 0.12     |  |  | 2.60         |  |  |          | 
| |                                  |  |           |  |  |          |  |  |              |  |  |           | 
| | Exercisable, June
      30, 2012 |  | 9,520,000 |  |  | 0.12     |  |  | 2.60         |  |  |          | 

At June 30, 2012 and March 31, 2012,
  the Company did not have any unvested options. The following table summarizes
  the continuity of the Companys warrants:

| |                                  |  | Number of  |  |  |          |  |  | Weighted-    |  |  |           | 
| | -------------------------------- |  | ---------- |  |  | -------- |  |  | ------------ |  |  | --------- | 
| |                                  |  | Shares     |  |  | Weighted |  |  | Average      |  |  |           | 
| |                                  |  | Issuable   |  |  | Average  |  |  | Remaining    |  |  | Aggregate | 
| |                                  |  | Upon       |  |  | Exercise |  |  | Contractual  |  |  | Intrinsic | 
| |                                  |  | Exercise   |  |  | Price    |  |  | Life (years) |  |  | Value     | 
| |                                  |  |            |  |  | $        |  |  |              |  |  | $         | 
| |                                  |  |            |  |  |          |  |  |              |  |  |           | 
| | Outstanding, March 31, 2012      |  | 21,404,901 |  |  | 0.91     |  |  |              |  |  |           | 
| |                                  |  |            |  |  |          |  |  |              |  |  |           | 
| | Granted                          |  | 14,285,000 |  |  | 0.12     |  |  |              |  |  |           | 
| |                                  |  |            |  |  |          |  |  |              |  |  |           | 
| | Expired                          |  |           |  |  |         |  |  |              |  |  |           | 
| | Outstanding, June
      30, 2012 |  | 35,689,901 |  |  | 0.62     |  |  | 1.16         |  |  |          | 

The Company had the following warrants
  outstanding as of June 30, 2012:

Exercise Price perShare
      
      
      Shares IssuableExpiration Date
      
      $
      
      
      Upon ExerciseSeptember 9, 2012
      
      1.25
      
      
      1,350,501January 28, 2013 (1)
      
      1.25
      
      
      10,473,000August 13, 2013 (2)
      
      0.40
      
      
      4,790,700August 13, 2013 (2)
      
      0.60
      
      
      4,790,700April 17, 2014 (3)
      
      0.12
      
      
      14,285,00035,689,901


(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.

(3)These redeemable
  warrants are callable by the Company if the closing sales price of the common
  shares is equal to or greater than $0.18 per common share in 10 consecutive
  trading days.

F-13

---

|Lake Victoria Mining Company, Inc.            
|----------------------------------------------
|(An Exploration Stage Company)                
|Notes to the Consolidated Financial Statements
|June 30, 2012                                 
|(Expressed in US dollars)                     

|9. | Supplemental Cash Flow
      Information
|-- | ----------------------------------------

| |                                                                         |  |                    |  |  |                     |  |  | Accumulated From | 
| | ----------------------------------------------------------------------- |  | ------------------ |  |  | ------------------- |  |  | ---------------- | 
| |                                                                         |  | Three Months Ended |  |  | December 11, 2006   | 
| |                                                                         |  | June 30,           |  |  | (Date of Inception) | 
| |                                                                         |  | 2012               |  |  | 2011                |  |  | to June 30, 2012 | 
| |                                                                         |  | $                  |  |  | $                   |  |  | $                | 
| | Non-cash Investing and Financing Activities                             |  |                    |  |  |                     |  |  |                  | 
| | Accounts receivable payable exchanged for long-term
      investment    |  |                   |  |  |                    |  |  | 460,019          | 
| | Accounts receivable exchanged for
      mineral property acquisition    |  |                   |  |  |                    |  |  | 1,039,981        | 
| | Investment acquired for amount payable                                  |  |                   |  |  |                    |  |  | 12,530           | 
| | Receivable exchange for long-term
      investment                      |  |                   |  |  |                    |  |  | 10,000           | 
| | Share payments received for options granted on
      mineral properties |  |                   |  |  | 990,000             |  |  | 990,000          | 
| | Stock issued for mineral interest
      acquisition costs               |  |                   |  |  | 224,100             |  |  | 7,904,400        | 
| | Stock issued for services                                               |  |                   |  |  | 48,900              |  |  | 2,382,523        | 
| | Stock issued for subscription
      receivable                          |  |                   |  |  |                    |  |  | 33,275           | 
| | Stock issued
      to settle debt                                       |  |                   |  |  | 230,227             |  |  | 230,227          | 
| | Supplemental Disclosures                                                |  |                    |  |  |                     |  |  |                  | 
| | Interest paid                                                           |  |                   |  |  |                    |  |  | 1,045            | 
| | Income tax paid                                                         |  |                   |  |  |                    |  |  |                 | 

|10. | Commitments
|--- | -----------
|    |            
|    | a)         
|    |            
|    | b)         

| | 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.                                                                                                                                                                                                                                                                                                 
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | c) | On April 26, 2011, the Company entered into an agreement
      with a director to provide geologist consulting services commencing April
      1, 2011 for a period of two years. The Company will pay the consultant
      $3,500 per month, and will grant 250,000 stock options annually at each
      anniversary of the agreement. On April 30, 2012, the director was granted
      250,000 stock options (refer to Note 8).

F-14

---

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.

---

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 the three month period ended June 30,
  2012, we experienced the following significant corporate developments:

| | 1. | At Kahama South, we have commenced a ground magnetic
      survey and a geologic mapping program of the 245 square kilometer
      project.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 2. | In July 2012, the Company received results from the
      recent core drilling program at Kiabakari East project in northeastern
      Tanzania. The four hole drill program, completed in June 2012, totaled
      648.72 meters and was the first drilling. Final drill hole locations were
      determined by detailed geologic mapping, geophysical surveying and trench
      sampling. Drilling was focused at BIF Hill where previous trenching
      returned significant gold grades within Banded Iron Formation rocks (Refer
      Press Releases of 6th February and 23th April 2012). The drill holes were
      located on the south side of BIF hill and were spaced 40 meters apart on
      N- S drill fences. The holes, drilled due north at angles of -50 and -55
      degrees below the horizontal, were designed to test the grade and to
      define the geometry of the gold mineralization.

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 27
  Prospecting Licenses (PLs) and 71 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 1,326 square kilometers (563,153 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, sell 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 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, 2012, our exploration work was primarily
  concentrated on the Uyowa and the Kiabakari East Project.

Musoma Bunda Murangi Gold Project

Exploration Strategy

---

No exploration was undertaken on the Kinyambwiga (PL 4653/2007)
  , Suguti (PL PL3966/2006) and Murangi (PL4511/2007) licences during the quarter. A new artisanal mining site has recently being
  exploited 1 kilometer along strike to the east of Kanunga2.

Future work

Kinyambwiga (PL 4653/2007)

The anomalous stone layer as encountered from previous RAB
  drilling during 2009 as well as the soil anomaly over the school requires
  further investigation. A number of auger drill traverses are planned to test the
  strike towards the SW where a number of anomalous soil samples have been
  indicated (Map 1).

A scoping study leading into a possible small scale mining
  operation of the Kanunga 1 Prospect is currently being considered.

Map 1: Kanunga 1 East and School soil anomalies



Suguti (PLPL3966/20Future
  Exploration Further exploration is to be focused mainly at Target 1 and 3
  across the known soil anomalies (Map 2).Infill soil sampling, including
  Auger drilling over mbuga covered areas, has been undertaken along 200 meter N-S traverse line on 10 meter sample
  intervals in order to define the present soil anomalies. To date 157 samples
  including 84 auger drill samples, have been collected and are pending submission
  to SGS laboratories Mwanza. Results will determine whether a trenching programme
  is warranted across the targets.

---

Additional auger drill sampling is planned to be undertaken on
  the 200 ppb gold anomaly as well as the strike extensions of Zone 1,2 and 3 of
  Target 1 where no sampling has yet been undertaken (Map 2).

Map 2: Current state of exploration on the Suguti
  Licence showing present coverage of Auger drill and soil sampling across 3
  target areas.



Murangi(PL4511/2007)

Future Exploration

Exploration is to be focused primarily on 5 ground magnetic
  targets (Map 3) in which the following work is to be undertaken::

|i.  | Mapping of the target areas on 1:2000 scale                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ii. | Gradient IP survey across the entire
      license                                                                                                                      
|iii | Auger drilling, with the
      Companys recently purchased Auger Rig, across each of the Ground magnetic
      and IP Targets to soil sample beneath the mbuga cover.

---

Map 3. Target generation map of the Murangi PL4511/2007
  based on ground magnetic interpretation.



Singida Gold Project

Future exploration

An evaluation of the Reverse Circulation drill results for both
  Phase 1 and 2 programs undertaken during 2010 and 2011 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 which indicates that
  the gold deposits have limited potential to be developed into a major ore
  resource contrary to the Companys vision of discovering substantially larger
  and economically viable gold deposits in the short term. In this regard, the
  Company believes that the nature and extent of the mineralization revealed thus
  far may lend itself rather towards a small-scale commercial mining operation.
  The Company intends to explore the possibilities of undertaking a small scale
  mining operation on a number of PMLs once a scoping study has been
  completed.,

Kiabakari East (PL7142/2011)

The Kiabakari East Project is located approximately 55
  kilometers southeast of Musoma town, in the Mara Region. The PL, covering 15.2
  square kilometers and lying within the central part of the Musoma-Mara
  Greesntone Belt, was granted to Lake Victoria Resources by the Ministry of Mines
  in April 2011.

The PL was previously investigated by Randgold Resources who
  excavated a number of N-S trenches across a small hill, rising some 50 meters
  above the landscape, comprising of Banded Iron Formation (BIF Hill) rocks in the
  central to southern part of the PL. They also undertook 3 N-S drill fences,
  totalling 24 reverse circulation drill holes, along strike to the east of the
  BIF hill. No information is currently available. Minor artisanal mining
  activities are present on the BIF hill. Recently, the eastern part of the
  license at the Kyarano Prospect has been invaded by + 500 artisanal miners who have exposed a NNE-SSW trending gold bearing
  structure hosted by a quartz porphyry dyke within a metasedimentary rock
  sequence.

---

Exploration Strategy

The following exploration work has been completed across the
  Kiabakari East License:

- Landsat Imagery for the license area and surrounding environs.
- Detailed mapping
- Trenching (342.7 meters) including the re-opening of existing trenches as
    well as new trenches were mapped and sampled across BIF Hill
- Regional geological mapping
- In-house ground magnetic surveying along 200 meter spaced N-S traverse
    lines
- In-house Gradient IP Survey was undertaken along the same grid as used for
    the ground magnetic survey
- Regional rock sampling of specific localities on the PL
- Termite sampling
- Soil sampling  regional sampling on 200 meter x 50 meter centers
    utilizing the geophysics grid

Schlumberger Survey- Schlumberger VES N-S and E-W profiles were
  undertaken across BIF Hill and the artisanal workings at the Kyarano Prospect
  respectively (Table 1, Map 4).

Table 1. Schlumberger VES profiles across BIF Hill and the
  Kyarano Prospect

|BIF HILL | FROM      | TO         |    
|-------- | --------- | ---------- | ---
|EASTING  | NORTHINGS | LENGTH (m)
|597200E  | 9799450   | 9799750    | 300
|597400E  | 9799400   | 9799700    | 300
|*597560E | 9799700   | 9799500    | 200
|*597580E | 9799400   | 9799625    | 225
|*597600E | 9799400   | 9799700    | 300
|*597620E | 9799400   | 9799700    | 300
|597800E  | 9799300   | 9799600    | 300
|598000E  | 9799300   | 9799600    | 300
|598200E  | 9799280   | 9799540    | 260
|598400E  | 9799200   | 9799500    | 300
|598600E  | 9799400   | 9799700    | 300

KYARANO PROSPECT

|NORTHING    | EASTINGS |       
|----------- | -------- | ------
|9799850S    | 599000   | 599120
|9799700S    | 599000   | 599400
|9799650S    | 599000   | 599400
|9799500S    | 599000   | 599400
|9799300S    | 599000   | 599400
|9799100S    | 599000   | 599400
|9798900S    | 599000   | 599400
|9798700S    | 599000   | 599400
|9798500S    | 599000   | 599400
|Uncompleted |          |       

*Significant IP anomalies

---

Inconsistent IP results were noted from the surveys undertaken
  across the Kyarano workings which failed to distinguish the pyritised quartz
  porphory rock

A distinct chargeability with low resistivity, situated some
  100m north of the interpolated strike extensions of the mineralised BIF unit,
  was noted from a number of E-W Schlumberger profiles undertaken across BIF Hill
  (Table 1).

Map 4: Plan of BIF Hill and Kyarano Prospects showing
  position of Schlumberger profiles and diamond drill collars



Diamond drilling

A total of 4 inclined diamond drill holes, amounting to 648.72
  meters, was collared on the southern side of BIF Hill on 40 meter spaced N-S
  drill fences and drilled to the north at declinations of 50 and 55 degrees to
  test and define the geometry of the BIF hosted gold mineralization, comprising
  of chert, siltstone and greywackes (Table 2).

Table 2. Diamond drill programmeBHID
      Prospect
      Section
      Easting
      Northing
      Elevation
      Az
      Dip
      Length
      CommentsKED001
      BIF Hill
      597580E
      597580
      9799434
      1280.4
      0
      -50
      157.03
      CompletedKED002
      BIF Hill
      597540E
      597540
      9799438
      1278.8
      0
      -50
      154.48
      CompletedKED003
      BIF Hill
      597620E
      597620
      9799430
      1287.2
      0
      -50
      130.48
      CompletedKED004
      BIF Hill
      597620E
      597620
      9799380
      1279.8
      0
      -55
      206.73
      CompletedTotal
      648.72


---

KED007
      Kyarano
      9799700N
      599153
      9799700
      1242.7
      90
      -50
      120
      ProposedKED008
      Kyarano
      9799460N
      599100
      9799460
      1255.1
      90
      -50
      120
      Proposed


Each borehole was drilled across the BIF package of rocks
  comprising of cyclic sequences of siltstone and banded cherts having an overall
  width of 80 meters, until the footwall pebble conglomerate unit was encountered
  on the northern side of the hill. The BIF unit dips steeply to the south.
  Although occasional intraformational sedimentary slump breccias are present, the
  unit has been complexly folded. A possible NNE trending fault is present which
  appears to have displaced the eastern part of the ore shoot some 40 meters to
  the north as well as being responsible for down-throwing the BIF unit to the
  east (Map 5).

Map 5. Plan of BIF Hill showing results of trench and drill
  holes and interpolated position of NNE fault.



Massive sulphides, consisting of syngenetic magnetite and
  pyrrhotite-rich bands occur throughout the BIF unit. Crackle brecciation and
  fracturing is more common in the brittle chert beds which are often infilled
  with later pyrrhotite and/or pyrite mineralization. Gold is associated with the
  sulphide filled fractures as well as within zones of massive pyrite and, to a
  lesser extent, massive pyrrhotite mineralization.

All the core was cut in half by a rock saw with the half core
  (or quarter core if over wider intervals of >1 meter) being sampled according
  to the intervals as per geologic log. Strict quality control has been maintained
  in which 5% of the sample batch, comprising 20 samples, contained a blank, a
  Commercail Standard and a duplicate. The samples batches were submitted to SGS
  Laboratory Mwanza for 50gm Fire assay.

---

Results

The limited drill programmer of 648.72 meters intersected wide
  zones of anomalous gold mineralization throughout all four boreholes drilled
  including 1.03 g/t gold over 37.50 meters and0.58g/t Au
    over 43.35 meters,inclusive of higher grade intersections of 1.75
      g/t gold over 6.13 meters and 2.05 g/t over 3.00 meters.
  Mineralized intercepts are summarized in Table 3 below.

Table 3: Summary of Diamond drill intercepts

Hole No.
      Total Depth (m)
      Section
      Azimuth (deg)
      Decline (deg)
      From (m)
      To (m)
      Interval (m)
      Au (g/t)KED001
      157.03
      597580E
      0
      -50
      60.00
      109.30
      49.30
      0.27Including
      60.00
      63.00
      3.00
      2.05KED002
      154.48
      597540E
      0
      -50
      48.00
      85.50
      37.50
      1.03Including
      52.20
      56.00
      3.80
      3.3171.90
      76.60
      4.70
      1.98KED003
      130.48
      597620E
      0
      -50
      57.55
      64.70
      7.15
      0.42and
      87.50
      118.00
      30.50
      0.32KED004
      206.73
      597620E
      0
      -55
      76.05
      83.00
      6.95
      0.44and
      107.24
      112.60
      5.36
      0.89and
      145.40
      188.75
      43.35
      0.58Including
      145.40
      151.53
      6.13
      1.75and
      181.20
      182.03
      0.83
      1.21and
      185.40
      186.97
      1.57
      1.17


The gold mineralization, having been offset by the NNE fault,
  plunges steeply to the east. Anomalous gold mineralization of greater than 250
  ppb gold was encountered over substantial widths in each of the boreholes with
  improved grades being intersected in the deeper whole (KED004) drilled to the
  east. Mineralization is open down dip and along strike both to the west and down
  plunge to the east (Map 6).

Kyarano Prospect

The Kyarano Prospect, located on the eastern side of the
  Kiabakari East Permit, is a recent and active artisanal site in which upto +500
  illegal miners have been present. Shafts, aligned along a NNE trend were sunk
  into a quartz porphyry/felsite dyke rock for a strike distance of some 400
  meters. Mining activities decreased as flooding of the shafts occurred from
  15-20 meters below ground. A number of the shafts were sampled and assayed for
  gold by 50 gm fire assay, results of which are shown in Table 4 and Map
    4.

---

Map 6: Longitudinal Section across BIF Hill showing
  interpolated plunge of the gold-rich sulphide zone.



Table 4. Results of shaft sampling at the Kyarano
  Prospect

Prospect
      Pit_ID
      East (Arc60)
      North (Arc60)
      SANO
      Au ppm
      DescriptionKyarano
      KP023
      599210
      9799682
      A22984
      0.47
      Qtz vein - 7m depthKyarano
      KP0024
      599212
      9799646
      A22985
      0.06
      Light grey felsite/qtz porphory
        -10m depthKyarano
      KP0025
      599255
      9799608
      A22986
      0.11
      Light grey felsite/qtz
        porphory-9m depthKyarano
      KP0026
      599176
      9799566
      A22987
      0.01
      Light grey felsite/qtz
        porphory-8m depthKyarano
      KP0027
      599162
      9799500
      A22988
      1.74
      Light grey felsite/qtz pophory-7m
        depthKyarano
      KP0028
      599164
      9799454
      A22989
      0.93
      Light grey felsite/qtz
        porphory-5m depthKyarano
      KP0029
      599260
      9799470
      A22990
      19.8
      Light grey felsite/qtz
        porphory-5m depth


Diamond drilling

A short drilling programme was been planned to test the NNE
  trending pyritic quartz felsite porphyry at the Kyarano Prospect located on the
  eastern side of the project area some 1.5 kilometres east of BIF Hill. Two
  boreholes, collared 240 meters apart on E-W drill fences (Table 2)are to
  test the area 80 meters beneath the active artisanal workings in order to examine the hosting lithologies and alteration
  associated with this known gold mineralisation. However, due to budget
  constraints, the two diamond drill holes previously planeed to test the Kyarano
  Prospect, were not drilled.

---

NW Prospect

A number of old trenched were discovered in the northwestern
  corner of the licence immediately south of the granite  greenstone contact
  (Map 7).

Map 7. Aerial photograph of the trench excavations
  undertaken by Rand Gold in the NW part of the Kibakari East Licence (after
  Google Earth).



The area is underlain by BIF rocks comprising of chert and
  siltstone rocks. It is cut by a N-S trending quartz diorite dyke. Two areas of
  artisanal mining have exposed highly oxidized and leached sulphidic zones within
  the BIF rocks. A number of grab samples were collected and Fire assayed for gold
  by SGS Laboratories Mwanza (Table 5) .

Table 5. Results of rock samples taken from artisanal
  workings in highly oxidized and leached BIF

Sample No
      Easting
      Northing
      Au (g/t)
      Comments283694
      596490
      9800764
      0.02
      Silicified shear zone, intensely
        leached283695
      596490
      9800764
      0.03
      As above283696
      596505
      9800800
      0.02
      Silicified, intensely leached +
        Sulphur283697
      596506
      9800802
      0.01
      Silicified BIF


Future exploration

---

Once the Diamond drilling programme has been completed, the
  following field exploration is planned:

Repeat and infill sampling on 50 meter x 25 meter grids are
  planned to validate and define the current soil anomalies. Previous termite
  sampling to the south of BIF Hill and the Kyarano Prospect which returned
  anomalous values but were not reflected in the surrounding soils, are to be
  further investigated by pitting in order to determine the validity of the gold
  values derived from the termite mounds.

A Reverse circulation drill programme is planned to develop a
  gold resource at both BIF Hill and the Kyarano prospect

Uyowa Gold Project

Introduction

The Uyowa Gold project, located 120 kilometers northwest of
  Tabora town, consists of seven (7) Prospecting Licenses (PLs) that initially
  cover a total area of 729.73 square kilometers in the west-central area of
  Tanzania.

However, many of the licences in the Uyowa project were due for
  renewal during 2011 and according to Governmnet degree, 50% of the areas were
  relinquished reducing the total land package to 421.75 square kilometers (Map
    8).

Map 8: Current licence distribution of the Uyowa Project



Exploration has been mainly focused in the northern license
  blocks PL 3425/2007 and PL5153/2008 of Target 3 (Map 9).PL5153/2008was previously investigated by Ashanti Gold in 2003, in which they undertook
  999 meters of Reverse Circulation drilling. The area is now an active artisanal
  mining site.

---

Exploration

Exploration on the Uyowa Project commenced in the
  1st quarter of 2011 and to date the following work has been
  undertaken:

PL 3425/2005

| | - | Re-processing and interpretation of the
      aeromagnetic data, flown by Geosurvey International G.m.b.H between 1977
      to 1980 purchased from the Geological Survey, Dodoma (Map 9).
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | - | Ground Magnetometer survey over part of
      PL3425/2005 on 400 meter x 50 meter grid                                                                                                    
| | - | Soil sampling on 400 meter x 50 meter grid
      totaling 2616 samples                                                                                                                    
| | - | Termitaria sampling                                                                                                                                                                       
| | - | Regolith mapping                                                                                                                                                                          
| | - | Remote sensing studies                                                                                                                                                                    

Map 9. Regional aeromagnetic map across Uyowa Project area
  showing exploration targets numbered according to priority



PL 5153/2007 (Map 10)

---

- Regional Mag survey on 200 meter spaced N-S lines covering a 12 kilometers
    x 6 kilometers 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 200 meters x 50 meter grid across a grid area of 2.25
    kilometers x 10 kilometers (excluding the artisanal site
- Schlumberger profiles
- Regolith mapping
- Detailed mapping
- Termitaria sampling
- Soil and termitaria sampling - on 200 meter x 50 meter grid totaling 2616
    samples. All the anomalous gold values occur as single point values along the
    known E-W zone of gold mineralization. A single maximum value of 400 ppb gold
    occurs on the far eastern side of the trend (Map 11).
- Shaft sampling
- A total of 29 reverse circulation drill holes, amounting to 2,486 meters,
    was drilled 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, was completed in September 2011 (Map 12) .

Map 10: Grid layouts of exploration surveys
  undertaken across the artisanal workings and environs on PL 5153/2008



---

Map 11: Soil geochemistry map showing main anomalous gold trends



---

Map 12: Borehole collar plan showing gold intercepts along
  the mineralised zone



Diamond drilling

The 1459 meter diamond drill program , primarily aimed at
  defining and understanding the structural controls of the 4 gold veins across
  300 meters of strike length within the central to western parts of the 1700
  meter long E-W shear zone, was undertaken from March to May 2012. The 11 hole
  program, planned on 40 meter spaced N-S sections, also tested the down-dip
  extensions of mineralization to a vertical depth of some 150 meters. A total of
  1459 meters was drilled in 11 boreholes (Table 6, Map 13 ).

Table 6. Diamond drill programme

BHID
      Section
      Easting (Arc 60)
      Northing (Arc 60)
      Az (o)
      Dip (o)
      Length (m)
      ElevationUDD001
      389960E
      389960
      9506197
      180
      -65
      165.18
      1108UDD002
      389920E
      389920
      9506182
      180
      -60
      139.84
      1108.4UDD003
      390000E
      390000
      9506206
      180
      -60
      155.24
      1109.3UDD004*
      390040E
      390040
      9506160
      180
      -65
      79.98
      1110.6UDD005
      390040E
      390040
      9506218
      180
      -60
      140.52
      1110.9UDD008
      390200E
      390205
      9506242
      180
      -65
      134.88
      1112.6UDD009
      390320E
      390318
      9506254
      180
      -65
      114.96
      1113.8UDD010
      389720E
      389717
      9506158
      180
      -60
      132.98
      1110UDD011
      390840E
      390840
      9506315
      180
      -64
      116.78
      1112UDD06
      390080E
      390080
      9506216
      180
      -60
      145.83
      1110.4UDD07
      390120E
      390120
      9506211
      180
      -65
      130
      1105.8* "Twin" hole to 
        URC014


---

Map 13: Diamond drill collar plan



Drilling has revealed that the gold mineralization is hosted by
  a number of semi-continuous ductile shears zones of up to 7 meters wide and
  containing disseminated pyrite mineralization, dipping between 55 to 70 degrees
  to the north. In all sections, the mineralized gold zones have been traced to
  vertical depths of 100 meters and are open at depth.

A twin hole was drilled to compare the gold grades and widths
  in order to increase gold grade confidence of the previous RC drilling results
  and to work towards establishing a gold resource.

A single diamond drill hole was drilled at either end of the
  known mineralized zone, confirming the presence of the mineralized shear zone
  continuing out along strike both to the east and to the west.

All borehole samples across the mineralized zones have been
  split, sampled and submitted to SGS Laboratories Mwanza for 50 gm Fire assay.
  Strict quality control was maintained with 5% of each of the sample batches
  having a blank, duplicate and Commercial standard inserted as part of the sample
  stream.

Results

Notable results include: 27.3 g/t Au over 0.40 meters, 16.3g/t
  over 0.35 meters, 3.05g/t Au over 4 meters and 2.21 g/t Au over 6 meters are
  shown in Table 7.

Table 7: Summary of Diamond Drill intercepts

Hole No.
      Total 
        Depth 
        (m)
      Section
      Azimuth 
        (deg)
      Decline 
        (deg)
      From 
        (m)
      To (m)
      Interval (m)
      Au g/tUDD001
      165.18
      389960E
      180
      -65
      104.00
      108.00
      4.00
      3.05UDD002
      139.84
      389920E
      180
      -60
      96.00
      102.00
      6.00
      2.21including
      98.50
      98.80
      0.30
      11.4


---

UDD003
      155.24
      390000E
      180
      -60
      47.65
      48.45
      0.80
      1.61and
      104.00
      107.00
      3.00
      1.44UDD004
      79.98
      390040E
      180
      -65
      45.00
      48.00
      3.00
      5.6including
      46.60
      47.00
      0.40
      27.3UDD005
      140.52
      390040E
      180
      -60
      115.00
      116.30
      1.30
      2.01and
      119.30
      119.70
      0.40
      1.75UDD006
      145.83
      390080E
      180
      -60
      90.35
      96.00
      5.65
      0.9UDD007
      130
      390120E
      180
      -65
      81.00
      85.00
      4.00
      2.67and including
      98.00
      105.80
      7.80
      1.27100.50
      101.00
      0.50
      6.97UDD008
      134.88
      390200E
      180
      -65
      79.90
      80.20
      0.30
      1.48UDD009
      114.96
      390320E
      180
      -65
      91.50
      91.85
      0.35
      16.3UDD010
      132.98
      389720E
      180
      -60
      95.85
      96.30
      0.45
      1.1UDD011
      116.78
      390840E
      180
      -64
      6.40
      7.90
      1.50
      1.07and
      100.30
      100.90
      0.60
      1.36


Drilling successfully intersected the mineralized lenses as
  identified from the RC drill program of August 2011. Diamond drilling has
  further defined the geometry of the mineralized zones to comprise of 2 gold
  lenses, situated approximately 25 meters apart, dipping moderately to the north
  at 65 degrees. The dip of the 2 lenses steepens to 75 degrees further along
  strike to the east (Map 14).The southern lens is the more dominant of
  the two gold structures in having both a higher gold grade and a more continuous
  strike length. Gold mineralization is hosted by pyrite within narrow ductile
  shear zones having a maximum intersected width of upto 7.8 meters.

Map 14. Distribution and location of shear hosted gold
  structures as defined both by RC and diamond drilling.

---



The distribution of gold in Lens 2 suggests that there are 3,
  equally spaced gold shoots of approximately 80 meters broad plunging at 30
  degrees to the west which are open at depth (Map 15).A left lateral
  fault on the western side of the main drilling target has offset the strike of
  the lenses by some 100 meters. Some of the highest gold intercepts, which have
  been reported from drilling, occur in the western shoot. The central and eastern
  ore shoots appear to have lower overall gold grades and narrower intercepts.

---

Map 15: Longitudinal section showing gold distribution
  plot along strike of mineralized zone.



Future exploration

PL3425/2007

- Ground truthing of Landsat and ASTER imaging by following up on a number
    of iron alteration zones
- Field investigation and follow up sampling/pitting/trenching on the soil
    anomalies as delineated from the earlier soil sampling program completed in
    2011.
- Selected Gradient IP surveys and Schlumberger VES profiling across
    delineated ground magnetic targets.
- RAB/RC drilling over prioritized targets.

PL5153/2008

Interpretation of the ground magnetic survey suggests the
  presence of a graben structure that coincides with the last of the artisanal
  workings on the western side of known mineralized zone. The area, unlike the
  artisanal site where laterite is often exposed on surface, is overlain by sand
  cover for some 500 meters to the west before lateritic soils are again present
  suggesting possible continuation of the mineralized trend further to the west.
  Landsat imagery clearly shows area of laterite and lateritic soil over the area.
  Based on the recent soil geochemistry results, follow up specific soil sampling
  is planned across the interpolated trend of gold mineralization to both the west
  and east of the artisanal workings covering a total strike length of 3.5
  kilometers as shown in Map 16.

Conventional soil sampling is planned across areas of lateritic
  soil cover. Initially a RAB program had been recommended to test the intervening
  areas covered by black cotton soil (mbuga). However, prior to embarking on
  such a program, an orientation survey using enzyme geochemistry has been
  recommended as a trial study over a portion of the area to be sampled. Should
  results be positive further sampling incorporating this geochemical method will
  continue to be used to outline the gold anomaly.

---

Follow-up investigation using possibly both methods of soil
  sampling will be undertaken across a number of ground magnetic targets (Map
    17) in order to priorities targets for later testing by RAB drilling.

Reverse Circulation drilling has been planned to undertake
  infill drilling on 40 meters spaced N-S sections across the artisanal site in
  order to undertake a resource calculation. Furthermore, part of the program will
  also focus on testing the soil anomaly along strike.

Map 16: Soil sampling plan to trace the strike extensions of
  the mineralized gold structure across PL5152/2008.



---

Map 17: TMI map over the artisanal area and environs.



Handeni Gold Project

The Handeni Project initially comprised of three (3)
  Prospecting Licenses and covering a total area of 200.59 square kilometers
  (Table8), is located approximately 240 kilometers by road north-west of
  Dar es Salaam and some 30 kilometers south of Handeni town within the Handeni
  District (Map 18). Subsequent exploration has resulted in both the Amani
  (PL7002/2011) and the Mkulima (PL4816/2007) being relinquished and the
  properties have been returned to their prospective owners. The Company has
  retained 100% of the mineral rights of the remaining PL4816/2007.

Table 8. Details of Handeni Region Prospecting
  Licenses

License ID
      Area
      Area (km2)7002/2011
      Amani
      172.367148/2011
      Mkulima East
      12.004816/2007
      Mkulima
      16.23Total
      200.59


---

Map 18: Location map of the Handeni Project showing the PLs
  in red.



Exploration

No exploration was undertaken on the Handeni Project during the
  quarter.

Future exploration

An infill soil sampling programme on 100 meter x 25 meter grid
  is recommended across the Mkulima Hill (188 samples) in order to better define
  the apparent gold anomalies prior to planning a trenching programme across the
  main anomalous zones (Map 19). Should a trenching programme be warranted,
  further soil sampling on 100 meter x 50 meter grid is proposed around the hill
  on 200 meter x 50 meter grid (623 samples) to increase the area of investigation
  and strike extend of the gold anomalies (Table 9 , Map 19).

---

Map 19: Soil sampling grids across Mukulima East outlining
  potential soil anomalies



Table 9. Planned soil grid across the Mkulima East Licence

From
      To
      Length
      50Section
      East (Arc 60 37S)
      North (Arc 60 37S)
      East (Arc 60 37S)
      (m)
      Sample Number9358900E
      407400
      9358900
      410250
      2850
      589358500E
      407400
      9358500
      410250
      2850
      589358100E
      407400
      9358100
      410250
      2850
      589357700E
      407400
      9357700
      410250
      2850
      589357700E
      407500
      9357700
      410200
      2700
      559357300E
      407600
      9357300
      410150
      2550
      529357100E
      407650 
        408325
      9357100 
        9357100
      408300 
        408450
      650 
        125
      14 
        69357000E
      407700
      9357000
      410100
      2400
      499356900E
      408200
      9356900
      409150
      950
      399356800E
      407650 
        409250
      9356800 
        9356800
      408250 
        410050
      600 
        800
      13 
        179356700E
      408300
      
      409450
      1150
      479356600E
      407750 
        409250
      9356600 
        9356600
      408450 
        409500
      700 
        250
      15 
        69356500E
      409450
      9356500
      409650
      200
      5


---

|9356400E             | 407800                           | 9356400                             | 408550                           | 750                     | 16                
|-------------------- | -------------------------------- | ----------------------------------- | -------------------------------- | ----------------------- | ------------------
|9356325E             | 408900                           | 9356325                             | 409600                           | 700                     | 29                
|9356250E             | 408100                           | 9356250                             | 409200                           | 1100                    | 23                
|                     | 409000                           | 9356250                             | 409750                           | 750                     | 31                
|9356150E             | 409200                           | 9356150                             | 409600                           | 400                     | 17                
|9356050E             | 409200 
      409200 
    409700 | 9356050 
      9356050 
    9356050 | 409600 
      409650 
    409850 | 400 
      450 
    150 | 9 
      19 
    4
|9355850E             | 408150                           | 9355850                             | 409800                           | 1650                    | 34                
|9355850E             | 408250                           | 9355850                             | 410200                           | 1950                    | 40                
|9355450E             | 408350                           | 9355450                             | 410250                           | 1900                    | 39                
|Total 
      samples |                                  | 811                                

|25m         | (Total samples |         |  |  | 
|----------- | -------------- | ------- |  |  | 
|centres     | 188)           | PHASE 1 |  |  | 
|50m centres | (Total samples |         |  |  | 
|623)        |                | PHASE 2 |  |  | 

North Mara Gold Projects

The North Mara Gold Project, comprising of 10 Prospecting
  licences and covering 585.07 square kilometers, have been divided into 3 blocks,
  namely the Tarime, Nyabigena and the Kubiasi Kiserya project areas which
  includes the Kiagata Project. A recent addition to the North Mara Gold project
  is the Maji Moto licence (HQ-P23869), located28 kilometers to the SW of
  the African Barrick, North Mara Gold mine.Kiagata Project (PL 4225/2006)

The Kiagata project, located within the North Mara Greestone
  belt, is situated in the Musoma District and is about 30 kilometers from Musoma
  Town, the main commercial hub in the area. The project is located immediately
  south of the Mara river and west of the Serengeti National Park.

A reconnaissance survey involving mapping, termite sampling,
  and selected soil and rock sampling were carried out but results suggest that no
  gold mineralization is present on the property. The licence is to be
  relinquished.

Kubiasi Kiserya (PL4833/2007)

The Kiserya project is located in northeastern Tanzania
  approximately 18 kilometers southeast from African Barricks North Mara Gold
  Mine, within the N Mara Gold Belt. The licence lies adjacent to the Mara River
  and to the north of the Serengeti Game Reserve. The northern and western parst
  of the licence are underlain by greenstone rocks that tend to crop out as series
  of large hills that dot the surrounding plains. The remainder of the licence is
  underlain by granite. Little to no colluvium of black clay mbuga is present.

Exploration

No exploration activities were undertaken during the quarter

Future Exploration

|     | Exploration is to be focused on investigating:                                                                                                                                                                                 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|i.   | Anomaly 1, located along the
      granite/metavolcanic contact that has been cut by a prominent NW-SE shear
      zone (Map 20). Active artisanal workings occur along the shear zone
      some 500 meters NW of the licence.
|ii.  | The E-W striking quartz veins in Anomalies 2
      and 3 which returned anomalous gold values                                                                                                                                  
|iii. | The N-S trending Anomaly 4.                                                                                                                                                                                                    

---

|iv. | The quartz vein that returned 5.15 g/t gold on the
      northern slope of Kiterere Hill in the Eastern part of the
      Prospect.
|--- | -----------------------------------------------------------------------------------------------------------------------------------
|v.  | The old colonial shaft at the base of Getangana
      Hill                                                                         

Mapping, trenching and possible Schlumberger VES profiling are
  planned to complete this phase of exploration.

Map 20: Soil anomaly map of Kubiasi Kiserya PL4833/2007



Maji Moto HQ-P23869

A recent acquisition to the N Mara group of licences is the
  Maji Moto licence that was awarded to the Company by the Ministry of Mines
  through application and tender in April 2012.

The licence is situated in the N Mara Greenstone Belt (Eastern
  Musoma Goldfields) approximately 28 kilometers to the SW of African Barricks N
  Mara Gold Mine (Map 21). Three artisanal gold mining sites are known on
  the licence.

Exploration

Exploration has not yet commenced on the licence.

---

Map 21:. Location map of Maji Moto HQ-P23869



Note: HQ-O23869 is the Application number. The licence has yet
  to be allocated a PL number by the Ministry.

Future exploration

The following exploration strategy (Phase 1) will be followed
  as soon as a field camp is established on site:

- Regional ground Magnetic surveyRegional mapping of the licenceRegional
    soil sampling on 200 meter x 50 meter sample gridDetailed mapping and
    soil/rock sampling at and around the artisanal sitesSchlumberger profiles
    across the known artisanal sites

Phase 2 will be dependant on the results achieved from the
  Phase 1 exploration programme

Acquisition of Prospecting Licenses in Tanzania

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,
  2012, 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, 2012, we had negative working capital of
  approximately $210,000. We plan to spend approximately $50,000 for our property
  acquisitions and holding costs and $200,000 for exploration activities for the
  next twelve months, 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. No assurance can be given
  that additional financing will be available, or that it can be obtained on terms
  acceptable to the Company and its shareholders. Our estimated expenses over the
  next twelve months are as follows:

Cash Requirements during the Next Twelve Months

Expense
      ($)Property acquisition and holding costs
      50,000Exploration expenses
      200,000Professional fee
      150,000General and administration fee
      500,000Total
      900,000


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.

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

Three Months EndedJune 30,2012
      
      
      2011Revenue
      $
      -
      
      $
      -Expenses
      
      1,238,495
      
      
      403,656Other income (expenses)
      
      (5,818
      )
      
      1,485,464Net Income (Loss)
      $
      (1,244,313
      )
      $
      1,081,808


Revenue

We had no operating revenues for the three month period ended
  June 30, 2012 and 2011. 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
  December 31, 2011 and 2010 are outlined in the table below:

Three Months EndedJune 30,2012
      
      
      2011Amortization and depreciation
      
      10,183
      
      
      7,125Exploration costs
      
      517,021
      
      
      53,056General and administrative
      
      90,246
      
      
      68,825Impairment of mineral property acquisition
        costs
      
      8,550
      
      
      -Management and director fees
      
      9,000
      
      
      5,000Professional fees
      
      91,161
      
      
      100,025Salaries
      
      136,672
      
      
      144,987Stock-based compensation
      
      362,336
      
      
      -Travel and accommodation
      
      13,326
      
      
      24,638Total
        Expenses
      
      1,238,495
      
      
      403,656


General and Administrative Expenses

The Company reported a loss of $1,238,495 for the three months
  ended June 30, 2012 compared with a loss of $403,656 for same period in fiscal
  2011. The increased loss in the current period is mainly attributed to increased
  exploration costs and stock-based compensation.

The $21,421 increase in our general and administrative expenses
  for the three month period ended June 30, 2012 as compared to the same period in
  fiscal was primarily due to increase in licenses holding costs and salary.

Liquidity and Capital Resources

Working Capital

|                    |   | June 30, 2012 |   |   | March 31, 2012 | 
|------------------- | - | ------------- | - | - | -------------- | 
|Current Assets      | $ | 267,023       |   | $ | 586,592        | 
|Current Liabilities |   | 476,910       |   |   | 219,879        | 
|Working Capital     | $ | (209,887      | ) | $ | 366,713        | 

Cash Flows

Three Months EndedJune 30, 2012Cash used in Operating Activities
      $
      (622,444
      )Cash used in Investing Activities
      
      (331
      )Cash provided by Financing Activities
      
      286,975Net Increase (Decrease) in Cash
      $
      (335,800
      )


We had a cash balance ofapproximately $188,000 and
  negative working capital of $210,000 as of June 30, 2012 compared to cash of
  $523,000 and working capital of $367,000 as of March 31, 2012. The decrease of
  cash balance and working capital primarily due to cash spent on exploration and
  development. We anticipate that we will incur approximately $900,000 for
  operating expenses, including professional, legal and accounting expenses 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, 2012 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, 2012, we had a cash balance of approximately $188,000 and we estimate that we will require
  approximately $650,000 for general and administration costs and professional
  fees, and $250,000 for property acquisition holding and exploration costs
  associated with our plan of operation over the next twelve months. We do not
  have sufficient funds for general and administration activities and planned
  mineral property acquisition and exploration activities and therefore we will be
  required to raise additional funds. No assurance can be given that additional
  financing will be available, or that it can be obtained on terms acceptable to
  the Company and its shareholders.

---

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 $188,000 and negative
  working capital of $210,000 as of June 30, 2012 compared to a cash balance of
  $523,000 and working capital of $367,000 as of March 31, 2012 and we estimate
  that we will require approximately $900,000 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 14, 2012, we have 111,770,733 shares of common
  stock outstanding, 9,520,000 stock options outstanding and 35,689,901 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.

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 earnany 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.

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.

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 stages 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.

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.

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.

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, 2013, 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, 2012 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

---

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS.

Not Applicable.

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

In April, 2012 we completed a first closing of a private
  placement of 14,285,000 shares at a price of $0.06 per share for gross proceeds
  of $857,100. We issued an aggregate of 2,000,000 shares to one subscriber that
  each represented that it was not a US person (as that term is defined in
  Regulation S of the Securities Act of 1933) in an offshore transaction pursuant
  to Regulation S and/or Section 4(2) of the Securities Act of 1933 and an
  additional 12,285,000 shares to eight accredited investors, who represented that
  they were each a US Person as defined in Regulation S, pursuant to Rule 506 of
  Regulation D and/or Section 4(2) of the Securities Act of 1933. Proceeds of the
  private placement are intended to be applied to the Companys ongoing work
  program on its mining projects, continued exploration for new projects and
  general working capital.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION.

None.

---

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    | Option Agreement with Geo Can
      Resources Company Limited (incorporated by reference from our Annual
      Report on Form 10-K filed on July 14, 2009)                                                                                                                                                                                      
|10.2    | Binding Letter
      Agreement with Kilimanjaro Mining Company Inc. (incorporated by reference
      from our Annual Report on Form 10-K filed on July 14, 2009)                                                                                                                                                                                
|10.3    | Consulting Services Agreement with
      Stocks That Move (incorporated by reference from our Quarterly Report on
      Form 10-Q filed on November 23, 2009)                                                                                                                                                                                   
|10.4    | Consulting Agreement
      with Robert Lupo (incorporated by reference from our Quarterly Report on
      Form 10-Q filed on February 22, 2010)                                                                                                                                                                                                 
|10.5    | Addendum to the Consulting Agreement
      with Robert Lupo (incorporated by reference from our Quarterly Report on
      Form 10-Q filed on February 22, 2010)                                                                                                                                                                                 
|10.6    | 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, 2010)                                                                                                                                                                               
|10.7    | Termination of the Consulting
      Agreement with Robert Lupo (incorporated by reference from our Annual
      Report on Form 10-K filed on July 14, 2010)                                                                                                                                                                                     
|10.8    | Consulting Agreement
      with Clive Howard Matthew King (incorporated by reference from our Annual
      Report on Form 10-K filed on July 14, 2010)                                                                                                                                                                                          
|10.9    | 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)                                                                                                                                                 
|10.10   | 2010 Stock Option
      Plan (incorporated by reference from our Current Report on Form 8-K filed
      on October 13, 2010)                                                                                                                                                                                                                    
|10.11   | 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)                                                                                                                                   
|10.12   | 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)                                                                                                                                                          
|10.13   | 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)                                                                                                                    
|10.14   | 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                                                                                                                                                                                                                                                                                                                                              
|        | S01                                                                                                                                                                                                                                                                                                                                             
|        | S03                                                                                                                                                                                                                                                                                                                                             
|        | S04                                                                                                                                                                                                                                                                                                                                             
|        | S05                                                                                                                                                                                                                                                                                                                                             
|        | S06                                                                                                                                                                                                                                                                                                                                             
|        | S07                                                                                                                                                                                                                                                                                                                                             
|        | S08                                                                                                                                                                                                                                                                                                                                             
|        | S09                                                                                                                                                                                                                                                                                                                                             
|        | S10                                                                                                                                                                                                                                                                                                                                             
|        | S11                                                                                                                                                                                                                                                                                                                                             

---

|Exhibit |                                                                                                                                                                                                                                                        |                                                                                                                                                              
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                        | Description                                                                                                                                                  
|        | 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
|        |                                                                                                                                                                                                                                                        |                                                                                                                                                              
|10.15   | 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)
|10.16   | 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)  
|10.17   | 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)    
|10.18   | 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)                                                      
|10.19   | 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)              
|10.20   | 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)                                          
|10.21   | 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)                                                                 
|10.22   | Form of Subscription Agreement for non US Subscribers
      (incorporated by reference from our Current Report on Form 8-K filed on
    March 11, 2011)                                                                                               
|10.23   | Form of Subscription Agreement for US Subscribers
      (incorporated by reference from our Current Report on Form 8-K filed on
    March 11, 2011)                                                                                                   
|10.24   | 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)                                                                       
|10.25   | 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)                                                                         
|10.26   | 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)                                                                       
|10.27   | 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)                                                                             
|10.28   | 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)                                                              
|10.29   | 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)                                                           
|10.30   | 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)                                                           

---

|Exhibit |                                                                                                                                                                                                                        
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                            
|10.31   | 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)                                                                                                            
|16.1    | Letter dated October 8, 2010 from BehelerMick
      PS (incorporated by reference from our Current Report on Form 8-K filed on
      October 8, 2010)                                                                  
|21.1    | List of Subsidiaries
      (incorporated by reference from our from our Annual Report on Form 10-K
      filed on June 29, 2012)                                                                                       
|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)                                                                                        

|101.INS*          | XBRL Instance Document                            
|----------------- | --------------------------------------------------
|101.SCH*          | XBRL Taxonomy Extension Schema                    
|101.CAL*          | XBRL Taxonomy Extension
      Calculation Linkbase
|101.DEF*          | XBRL Taxonomy Extension Definition Linkbase       
|101.LAB*          | XBRL Taxonomy Extension Label
      Linkbase      
|101.PRE*          | XBRL Taxonomy Extension Presentation Linkbase     
|* Filed herewith.

---

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 14, 2012                                   | 
|      |                                                   | 
|      |                                                   | 
|      |                                                   | 
|By    | /s/ Ming Zhu                                      | 
|      | Ming Zhu                                          | 
|      | Chief Financial Officer                           | 
|      | (Principal Accounting Officer and
      Principal | 
|      | Financial Officer)                                | 
|      |                                                   | 
|Date: | August 14, 2012                                   | 

---