UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





[X]
            QUARTERLY
      REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009





Commission
File Number 000-53291





LAKE
VICTORIA MINING COMPANY, INC.


(Exact
name of registrant as specified in its charter)





NEVADA


(State
or other jurisdiction of incorporation or organization)





1781
Larkspur Drive


Golden,
CO   80401


(Address
of principal executive offices, including zip code.)





(303)
586-1390


(telephone
number, including area code)





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the last 90 days.   YES
[X]     NO [   ]





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





Large
      Accelerated Filer
            [   ]
            
            Accelerated
      Filer
            [   ]Non-accelerated
      Filer
            [   ]
            
            Smaller
      Reporting Company
            [X](do
      not check if smaller reporting company)





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





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:   57,757,799 as of
November 20, 2009.

















PART
I – FINANCIAL INFORMATION





ITEM
      1.
            FINANCIAL
      STATEMENTS





LAKE
      VICTORIA MINING, INC.(AN
      EXPLORATION STAGE COMPANY)CONSOLIDATED
      BALANCE SHEETSSeptember
      30,
            
            
            March  31,2009
            
            
            2009(Unaudited)ASSETSCURRENT
      ASSETSCash
            $
            60,635
            
            $
            418,536Advances
      and deposits
            
            79,626
            
            
            63,792Advances
      to related party
            
            -
            
            
            -Total
      Current Assets
            
            140,261
            
            
            482,328PROPERTY
      AND EQUIPMENT, NET
            
            10,810
            
            
            -TOTAL
      ASSETS
            $
            151,071
            
            $
            482,328LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
            $
            919,162
            
            $
            350,211Acquisition
      liabilities - current portion
            
            1,697,415
            
            
            300,000Notes
      Payable
            
            -
            
            
            53,500Advances
      payable - related party
            
            6,720
            
            
            -Total
      Current Liabilities
            
            2,623,297
            
            
            703,711NONCURRENT
      LIABILITIESLong-term
      liabilities - acquisition
            
            3,173,432
            
            
            -Total
      Noncurrent Liabilities
            
            3,173,432
            
            
            -COMMITMENTS
      AND CONTINGENCIES
            
            -
            
            
            -STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      stock, $0.00001 par value: 100,000,000
            
            -
            
            
            -authorized,
      no shares outstandingCommon
      stock, $0.00001 par value;100,000,000
      shares authorized 55,851,549 and 28,478,300shares
      issued and outstanding, respectively
            
            559
            
            
            285Additional
      paid-in capital
            
            19,239,025
            
            
            5,790,355Common
      stock to be issued
            
            120,000
            
            
            1,690,000Subscription
      receivable
            
            (13,275)
            
            
            (35)Accumulated
      deficit during exploration stage
            
            (24,991,967)
            
            
            (7,701,988)Accumulated
      other comprehensive income
            
            -
            
            
            -Total
      stockholders' Equity (Deficit)
            
            (5,645,658)
            
            
            (221,383)TOTAL
      LIABILITIES ANDSTOCKHOLDERS
      EQUITY (DEFICIT)
            $
            $151,071
            
            $
            482,328





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


F-1


-2-











LAKE
      VICTORIA MINING, INC.(AN
      EXPLORATION STAGE COMPANY)CONSOLIDATED
      STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(LOSS)(UNAUDITED)For
      the Three
            
            For
      the Three
            
            For
      the Six
            
            For
      the Six
            
            Period
      fromMonth
      Period
            
            Month
      Period
            
            Month
      Period
            
            Month
      Period
            
            December
      11, 2006Ended
            
            Ended
            
            Ended
            
            Ended
            
            (Inception)
      toSeptember
      30, 2009
            
            September
      30, 2008
            
            September
      30, 2009
            
            September
      30, 2008
            
            September
      30,2009REVENUE
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -OPERATING
      EXPENSESGeneral
      and administrative expenses
            
            24,176
            
            
            19,846
            
            
            31,568
            
            
            31,334
            
            
            192,699Amortization
      and depreciation expenses
            
            765
            
            
            -
            
            
            1,347
            
            
            -
            
            
            4,501Acquisition
      costs
            
            -
            
            
            -
            
            
            6,175,635
            
            
            -
            
            
            6,175,635Exploration
      costs
            
            527,643
            
            
            -
            
            
            527,643
            
            
            -
            
            
            527,643Professional
      fees
            
            393,080
            
            
            58,475
            
            
            1,012,980
            
            
            143,280
            
            
            1,887,407Management
      and director fees
            
            27,500
            
            
            14,000
            
            
            132,250
            
            
            42,000
            
            
            320,000Travel
      and accommodation
            
            30,719
            
            
            7,351
            
            
            40,128
            
            
            28,843
            
            
            229,812Total
      operating expense
            
            1,003,883
            
            
            99,673
            
            
            7,921,550
            
            
            245,456
            
            
            9,337,697LOSS
      FROM OPERATIONS
            
            (1,003,883)
            
            
            (99,673)
            
            
            (7,921,550)
            
            
            (245,456)
            
            
            (9,337,697)OTHER
      INCOME (EXPENSES)Other
      income from professional services
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            15,900Gain(loss)
      on Long-term Investments
            
            -
            
            
            -
            
            
            10,000
            
            
            -
            
            
            5,000Goodwill
      impairment losses
            
            (15,675,035)
            
            
            -
            
            
            (15,675,035)
            
            
            -
            
            
            (15,675,035)Interest
      income
            
            22
            
            
            400
            
            
            22
            
            
            -
            
            
            22Interest  Expense
            
            (157)
            
            
            -
            
            
            (157)
            
            
            -
            
            
            (157)Total
      other income
            
            (15,675,170)
            
            
            400
            
            
            (15,665,170)
            
            
            -
            
            
            (15,654,270)LOSS
      BEFORE TAXES
            
            (16,679,053)
            
            
            (99,273)
            
            
            (23,586,720)
            
            
            (245,456)
            
            
            (24,991,967)INCOME
      TAX EXPENSE (BENEFIT)
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -NET
      LOSS
            $
            (16,679,053)
            
            $
            (99,273)
            
            $
            (23,586,720)
            
            $
            (245,456)
            
            $
            (24,991,967)OTHER
      COMPREHENSIVE INCOME(LOSS)Unrealized
      holding gain (loss) on investment
            
            (4,447,605)
            
            
            1,890,000
            
            
            (1,649,970)
            
            
            1,950,000
            
            
            -NET
      COMPREHENSIVE INCOME (LOSS)
            $
            (21,126,658)
            
            $
            1,790,327
            
            $
            (25,236,690)
            
            $
            1,704,544
            
            $
            (24,991,967)NET
      LOSS PER COMMON SHARE,BASIC
      AND DILUTED
            $
            (0.35)
            
            $
            nil
            
            $
            (0.60)
            
            $
            (0.01)WEIGHTED
      AVERAGE NUMBEROF
      COMMON SHARES OUTSTANDING,BASIC
      AND DILUTED
            
            48,334,984
            
            
            24,790,643
            
            
            39,459,974
            
            
            24,747,825














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


F-2





-3-








LAKE
      VICTORIA MINING, INC.(AN
      EXPLORATION STAGE COMPANY)STATEMENTS
      OF CASH FLOWS(UNAUDITED)For
      the Six
            
            For
      the Six
            
            Period
      fromMonth
      Period
            
            Month
      Period
            
            December
      11, 2006Ended
            
            Ended
            
            (Inception)
      toSeptember
      30, 2009
            
            September
      30, 2008
            
            September
      30, 2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            $
            (23,586,720)
            
            $
            (245,456)
            
            $
            (24,991,967)Adjustments
      to reconcile net loss to net cashAmortization
      and depreciation
            
            1,347
            
            
            -
            
            
            4,501Share
      payment for mineral interest acquisition costs
            
            258,813
            
            
            -
            
            
            258,813Share
      payment for consulting services
            
            758,232
            
            
            -
            
            
            758,232Loss
      on cancellation of shares
            
            -
            
            
            -
            
            
            -Due
      from related party from Long-term Investment
            
            (458,024)
            
            
            -
            
            
            (457,524)Accounts
      Payables - write off  from Long-term Investment
            
            30
            
            
            -
            
            
            -Accounts
      receivable exchange for acquiring mineral interest
            
            1,500,000
            
            
            -
            
            
            -Directors'
      compensation share payments
            
            -
            
            
            -
            
            
            -Increase
      in Accounts payable - Acquisition
            
            1,697,415
            
            
            -
            
            
            1,697,415Increase
      in Long-term liabilities - Acquisition
            
            3,173,432
            
            
            -
            
            
            3,173,432Goodwill
      impairment losses
            
            15,675,035
            
            
            -
            
            
            15,675,035Provided
      (used) by operating activities:Increase
      in Accounts receivable
            
            (3,332)
            
            
            -
            
            
            (3,333)Decrease(Increase)
      in Advances to Related Party
            
            (272,846)
            
            
            (430,836)
            
            
            (250,696)Decrease(Increase)
      in Due from Related Party
            
            -
            
            
            -
            
            
            (54,000)Increase(Decrease)
      in Notes payable
            
            (2,604)
            
            
            -
            
            
            (2,604)Increase(Decrease)
      in Accounts payable
            
            777,531
            
            
            5,340
            
            
            786,608Decrease
      in Accrued compensation expenses
            
            (125,000)
            
            
            -
            
            
            -Increase
      in other payables
            
            -
            
            
            -
            
            
            -Net
      cash used by operating activities
            
            (481,692)
            
            
            (670,952)
            
            
            (3,406,087)CASH
      FLOWS FROM INVESTING ACTIVITIESAcquisition
      of property, plant, and equipment
            
            (945)
            
            
            (6,559)
            
            
            (12,421)Acquisition
      of long-term investment
            
            -
            
            
            (5,000)
            
            
            -Net
      cash from acquisition
            
            72,239
            
            
            -
            
            
            72,239Net
      cash from investing activities
            
            71,294
            
            
            (11,559)
            
            
            59,818CASH
      FLOWS FROM INVESTING ACTIVITIESProceeds
      from issuance of stock
            
            484,000
            
            
            545,687
            
            
            3,406,904Related
      party payable proceeds
            
            
            
            
            
            
            
            -Net
      cash provided by financing activities
            
            484,000
            
            
            545,687
            
            
            3,406,904Net
      increase (decrease) in cash and cash equivalents
            
            73,602
            
            
            (136,824)
            
            
            60,635CASH
      AT BEGINNING OF PERIOD
            
            112,033
            
            
            254,050
            
            
            -CASH
      AT END OF PERIOD
            $
            185,635
            
            $
            117,226
            
            $
            60,635SUPPLEMENTAL
      CASH DISCLOSURES:Income
      taxes paid
            $
            -
            
            $
            -
            
            $
            -Interest
      paid
            $
            157
            
            $
            -
            
            $
            (157)NON-CASH
      INVESTING AND FINANCING ACTIVITIES:Stock
      issued for subscription receivable
            $
            -
            
            $
            -
            
            $
            13,275Receivable
      exchanged for Long-term investment
            $
            10,000
            
            $
            -
            
            $
            10,000Investment
      acquired through payable
            $
            -
            
            $
            30
            
            $
            30





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


F-3


-4-





LAKE
VICTORIA MINING COMPANY, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER
30, 2009








NOTE
1 -        DESCRIPTION OF
BUSINESS





Lake
Victoria Mining Company, Inc. (hereinafter “the Company”) was incorporated March
14, 2007 under the laws of the State of Nevada.





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 an
exploration stage corporation that is conducting exploration activities on gold
properties located in Tanzania. We are exploring our properties by conducting an
extensive program of mapping geology, sampling soils and rocks and having the
samples assayed for gold, and by conducting a detailed magnetic survey and
drilling to identify faults and other geologic structures that might be helping
to control the location of important gold values.





The
Company’s administrative office is located in Golden, Colorado. The Company’s
year-end is March 31.





The
foregoing unaudited interim consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Regulation S-X
as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly,
these financial statements do not include all of the disclosures required by
generally accepted accounting principles in the United States of America for
complete financial statements. These unaudited interim consolidated financial
statements should be read in conjunction with the Company’s audited financial
statements for the year ended March 31, 2009, included in the Company’s Form
10-K filing. In the opinion of management, the unaudited interim consolidated
financial statements furnished herein include all adjustments, all of which are
of a normal recurring nature, necessary for a fair statement of the results for
the interim period presented. Operating results for the six month period ended
September 30, 2009 are not necessarily indicative of the results that may be
expected for the full year.





On August
7, 2009, the Company completed the acquisition of all of the outstanding common
shares of Kilimanjaro Mining Company Inc. (‘‘Kilimanjaro’’) and therefore,
effective as of August 7, 2009, the Company own 100% of Kilimanjaro. The
acquisition of Kilimanjaro by the Company effected a change in control and was
accounted for as a “reverse acquisition” whereby Kilimanjaro is the accounting
acquirer for financial statement purposes. Accordingly, for all periods
subsequent to the August 7, 2009 “reverse acquisition” transaction, the
historical financial statements of the Company reflect the financial statements
of Kilimanjaro since its inception and the operations of the Company subsequent
to August 7, 2009.





The
preparation of financial statements in accordance with generally accepted
accounting principles in the United States of America requires the use of
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities known to exist as
of the date the financial statements are published, and the reported amounts of
revenues and expenses during the period. Uncertainties with respect to such
estimates and assumptions are inherent in the preparation of the


F-4





-5-





LAKE
VICTORIA MINING COMPANY, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER
30, 2009








Company’s
financial statements; accordingly, it is possible that the actual results could
differ from the estimates and assumptions and could have a material effect on
the reported amounts of the Company’s financial position and results of
operations.








NOTE
2 -        SUMMARY OF SIGNIFICANT ACCOUNTING
PRINCIPLES





This
summary of significant accounting policies of Lake Victoria Mining Company, Inc.
were presented to assist in understanding the Company’s financial statements.
The financial statements and notes are representations of the Company’s
management, which is responsible for their integrity and
objectivity.





These
accounting policies conform to accounting principles generally accepted in the
United States of America, and have been consistently applied in the preparation
of the financial statements.





Accounting
Method


The
Company’s financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America.





Accounting Standards
Codification


The
Accounting Standards Codification (ASC) has become the source of authoritative
U.S. generally accepted accounting principles (“GAAP”). The ASC only changes the
referencing of financial accounting standards and does not change or alter
existing GAAP.





Basis of
Consolidation


The
consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiaries. Significant intercompany accounts and transactions
have been eliminated.





The
Company adopted FASB ASC Topic 805, Business Combinations (ASC 805), and FASB
ASC Topic 810-10-65, related to Noncontrolling Interests in Consolidated
Financial Statements.  There was no impact on the Company’s financial
statements as of September 30, 2009 as a result of adopting either
statement.





Cash and Cash
Equivalents


For
purposes of the statement of cash flows, the Company considers all short-term
investments with original maturities of three months or less to be
equivalent.




















F-5





-6-





LAKE
VICTORIA MINING COMPANY, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER
30, 2009







Goodwill


The
Company evaluates, at least annually or more frequently if an event occurs or
circumstances change that would more likely than not reduce the fair value of a
reporting unit below its carrying value, by comparing the estimated fair value
of its reporting units to their carrying amounts. If the carrying value of a
reporting unit exceeds its estimated fair value, the Company compares the
implied fair value of the reporting unit's goodwill to its carrying amount, and
any excess of the carrying value over the fair value is charged to operations.
The Company's fair value estimates are based on numerous assumptions and it is
possible that actual fair value will be significantly different than the
estimates.





Earnings Per
Share


The
Company has adopted Statement of Financial Accounting Standards No. 128, now
codified as ASC Topic 260, which provides for calculation of "basic" and
"diluted" earnings per share. Basic earnings per share includes no dilution and
is computed by dividing net income (loss) available to common shareholders by
the weighted average common shares outstanding for the period. Diluted earnings
per share reflect the potential dilution of securities that could share in the
earnings of an entity similar to fully diluted earnings per share. Basic and
diluted losses per share were the same, at the reporting dates, as the common
stock equivalents outstanding would be considered antidilutive.





As of
September 30, 2009, the Company has 4,312,500 stock options outstanding, and
unissued shares totaling 200,000.





Exploration
Stage


The
Company has been in an exploration stage since its formation and has not
realized any revenues from operations. It is primarily engaged in searching for
mineral deposits or reserves which are not in either the development or
production stage.





Interim Disclosures About
Fair Value of Financial Instruments


In April
2009, the FASB issued and the Company adopted provisions of ASC 815, Derivatives and Hedging,
which requires fair value disclosures in both interim as well as annual
financial statements in order to provide more timely information about the
effects of current market conditions on financial instruments. This statement
specifically requires entities to provide enhanced disclosures addressing the
following: (1) how and why an entity uses derivative instruments; (2) how
derivative instruments and related hedged items are accounted for under US GAAP,
and (3) how derivative instruments and related hedged items affect an entity’s
financial position, financial performance, and cash flows. The adoption impacts
the Company’s disclosures, but it will not affect its results of operations or
financial condition.





Property and
Equipment


Assets
are depreciated on a straight line basis. The Company’s fixed assets with a
historical cost of $15,411 are being depreciated over lives of five years,
resulting in total depreciation expense of $765 being recognized for the three
months ended September 30, 2009.





F-6





-7-





LAKE
VICTORIA MINING COMPANY, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER
30, 2009





Income
Taxes


Income
taxes are provided based upon the liability method of accounting pursuant to
Statement of Financial Accounting Standards No. 109, now codified as ASC Topic
740, “Accounting for Income Taxes”. Under this approach, deferred income taxes
are recorded to reflect the tax consequences in future years of differences
between the tax basis of assets and liabilities and their financial reporting
amounts at each year-end. A valuation allowance is recorded against deferred tax
assets if management does not believe the Company has met the “more likely than
not” standard imposed by ASC Topic 740 to allow recognition of such an
asset.





Use of
Estimates


The
process of preparing financial statements in conformity with accounting
principles generally accepted in the United States of America requires the use
of estimates and assumptions regarding certain types of assets, liabilities,
revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements. Accordingly,
upon settlement, actual results may differ from estimated amounts.





Going
Concern


As shown
in the accompanying financial statements, the Company has an accumulated deficit
of approximately $24,990,000 incurred through September 30, 2009. The Company
has no revenues, limited cash and losses from operations. Management intends to
seek additional capital from new equity securities offerings that will provide
funds needed begin the exploration for gold. These plans, if successful, will
mitigate the factors which raise substantial doubt about the Company’s ability
to continue as a going concern. 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 in existence. The Company expects to be
able to meet its necessary cash outflows based upon funds received from future
investments and borrowings during its exploration period.





Mineral
Properties


Both
costs of acquiring mineral properties and costs to maintain the mineral rights
and leases are expensed as incurred. Once the Company has identified proven and
probable reserves in its investigation of its properties and upon development of
a plan for operating a mine, it would outer the development stage and
capitalizing future costs until production is established. When a property
reaches the production stage, the related capitalized costs will be amortized,
using the units of production method on the basis of periodic estimates of ore
reserves.





Mineral
properties are periodically assessed for impairment of value and any diminution
in value. (See NOTE 8)











F-7





-8-





LAKE
VICTORIA MINING COMPANY, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER
30, 2009







Subsequent
Events


In June
2009, the FASB issued and the Company adopted ASC 855, Subsequent Events. ASC
855 establishes general standards of accounting for and disclosures of events
that occur after the balance sheet date but before financial statements are
issued or are available to be issued. It requires the disclosure of the date
through which an entity has evaluated subsequent events and the basis for that
date. ASC 855 is effective for interim financial periods ending after June 15,
2009. The adoption of ASC 855 did not affect the Company’s consolidated
financial statements. (See NOTE 12)








NOTE
3 -        BUSINESS
ACQUISITIONS





On August
7, 2009, the Company completed the acquisition of all of the outstanding common
shares of Kilimanjaro Mining Company Inc. (‘‘Kilimanjaro’’) and therefore,
effective as of August 7, 2009, the Company owns 100% of Kilimanjaro. The
Company had entered into an a Securities Exchange Agreement and Plan of
Exchange, in July 2009, to acquire 100% of the issued and outstanding shares of
Kilimanjaro in exchange for 37,653,549 restricted shares of the Company’s common
stock, the cancellation of 9,350,300 outstanding restricted shares held by
Kilimanjaro and debt forgiveness of properties acquisition payments include,
6,500,000 shares to be issued and $350,000 cash payment.  Effective
August 7, 2009, the acquisition of Kilimanjaro was completed. As a result of the
completion of this acquisition and the other related transactions, the former
shareholders of Kilimanjaro own approximately 67% of the outstanding shares of
common stock of the Company representing 37,653,549 of the then 55,851,549 total
issued and outstanding shares of common stock of the Company. In conjunction
with this agreement an additional 1,000,000 shares belonging to a prior officer
were cancelled.





The
consolidated financial statements at September 30, 2009 assume the acquisition
of Kilimanjaro by the Company was a change in control of the Company and a
reverse acquisition. Kilimanjaro’s accompanying financial information is
therefore included back to Kilimanjaro’s inception of December 11, 2006. Because
the shares issued in the acquisition of Kilimanjaro represent control of the
total shares of the Company’s common stock issued and outstanding immediately
following the acquisition, Kilimanjaro is deemed for financial reporting
purposes to have acquired the Company in a reverse acquisition. This business
combination has been accounted for as a recapitalization of the Company giving
effect to the acquisition of 100% of the outstanding common shares of
Kilimanjaro based upon the market value of the remaining net shares previously
outstanding at Lake Victoria. The surviving entity reflects the assets and
liabilities of Kilimanjaro and the Company at their historical book value. The
issued common stock is that of the Company, the accumulated deficit and
statement of operations is that of Kilimanjaro. Eliminations and adjustments to
the combined books and records of the Company result in change to accumulated
deficit and cash holdings for comparison purposes as of March 31,
2009.














F-8





-9-





LAKE
VICTORIA MINING COMPANY, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER
30, 2009





Accordingly,
the acquisition has been accounted for as a reverse merger using accounting
principles applicable to reverse acquisitions whereby the financial statements
subsequent to the date of the transaction are presented as a continuation of
Kilimanjaro.  Under reverse acquisition accounting Kilimanjaro (the
legal subsidiary) has been treated as the accounting parent (acquirer) and the
Company (the legal parent) has been treated as the accounting subsidiary
(acquiree).  The value assigned to the common stock of the
consolidated Company on acquisition of Kilimanjaro is equal to the book value of
the common stock of Kilimanjaro plus the book value of the net assets of the
Company as of the date of the acquisition as adjusted for certain concurrent
transactions and the fair market value of the net shares acquired from the prior
Lake Victoria shareholders for accounting purposes.





As part
of the reverse acquisition, the net shares remaining of Lake Victoria Mining
Company after eliminations required by the business combination were 18,198,000
shares.  The value ascribed to these shares was $0.82 per share, or
$14,922,360, which was the fair market value of Lake Victoria’s common stock on
the date of the transaction.  In addition, as part of the eliminations
for the consolidation, the Company recognized additional costs of the
acquisition as follows:  $508,024, Kilimanjaro’s cost basis in its
previous investment in Lake Victoria; $3,500, miscellaneous adjustments and
$241,151 in net liabilities acquired.  This resulted in a net
investment value of $15,675,035.





The
Company could not identify tangible assets to allocate any portion of the
purchase price/net investment value, so the balance was allocated to purchased
goodwill. (See Note 4)





As
      of the date of the acquisition, the Net Liabilities Acquired consisted
      of:Cash
            
            $
            72,239Advances
      and Accounts receivable
            
            
            76,293Property
      And Equipment
            
            
            2,890Accounts
      payable
            
            
            (383,250)Notes
      Payable
            
            
            (9,323)Net
      Liabilities Acquired
            
            $
            (241,151)FMV
      ascribed to the shares of reverse acquisition acquiree
            
            $
            14,922,360Cost
      basis of KMCI investment in Lake Victoria
            
            
            508,024Miscellaneous
      Adjustment
            
            
            3,500Net
      Liabilities Acquired
            
            
            241,151Net
      Investment Value Attributed to Business Combination
            
            $
            15,675,035














F-9





-10-





LAKE
VICTORIA MINING COMPANY, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER
30, 2009








NOTE
4 -        PRO FORMA STATEMENTS OF
RESULTS OF OPERATIONS





ASC805-10
(formerly SFAS 141(R)) ‘‘Business Combinations’’ require supplemental
information on a pro forma basis to disclose the results of operations for the
interim periods as though the business combination had been completed as of the
beginning of the periods being reported on.





The
following table sets forth on a pro forma basis, consolidatedpro formastatements of
operations for the six months ended September 30, 2009 have been calculated
based on actual weighted average number of Lake Victoria common shares
outstanding and the assumed number of Lake Victoria common shares issued to
Kilimanjaro Mining shareholders being effective on April 1, 2009.





For
      the Six MonthPeriod
      EndedSeptember
      30,
            
            
            
            
            
            For
      the Six Month2009
            
            Prior
      to Acquisition
            
            
            
            Period
      Ended(As
      filed)
            
            April
      1 to August 7
            
            Adjustment
            
            September
      30, 2009REVENUE
            $
            -
            
            $
            -
            
            
            
            
            $
            -OPERATING
      EXPENSE
            
            7,921,550
            
            
            2,208,612
            
            
            
            
            
            10,130,161OTHER
      INCOME(LOSS)
            
            (15,665,170)
            
            
            349
            
            
            
            
            
            (15,664,821)NET
      LOSS
            $
            (23,586,720)
            
            $
            (2,208,263)
            
            $
            -
            
            $
            (25,794,983)OTHER
      COMPREHENSIVE INCOME(LOSS)
            
            (1,649,970)
            
            
            
            
            
            
            
            
            (1,649,970)NET
      COMPREHENSIVE INCOME (LOSS)
            $
            (25,236,690)
            
            $
            (2,208,263)
            
            $
            -
            
            $
            (27,444,953)NET
      LOSS PER COMMON SHARE,BASIC
      AND DILUTED
            $
            (0.60)
            
            
            
            
            
            
            
            $
            (0.54)WEIGHTED
      AVERAGE NUMBEROF
      COMMON SHARES OUTSTANDING,BASIC
      AND DILUTED
            
            39,459,974
            
            
            8,747,594
            
            
            
            
            
            48,207,568








NOTE
5 -        GOODWILL





In
accordance with its accounting policies, the Company conducts an annual goodwill
impairment test during the fourth quarter of each year, or more frequently if an
event occurs or circumstances, such as a business combination, change that would
more likely than not reduce the fair value of a reporting unit below its
carrying value. Based on the effect of the business combination and reverse
merger accounting and that the Company does not have probable or proven reserves
and is unable to determine net future cash flows, the Company has concluded that
the recognition of an impairment loss was appropriate under the circumstances.
Accordingly, it has recorded a $15,675,035 non-cash goodwill impairment charge
during the second quarter of fiscal 2010 related to all the goodwill recorded in
August 2009 in connection with the acquisition of Kilimanjaro Mining
Company.








F-10





-11-





LAKE
VICTORIA MINING COMPANY, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER
30, 2009








NOTE
6 -        PROPERTY AND
EQUIPMENT





At
September 30, 2009, property and equipment consisted of the
following:





Category
            As
      at 9/30/2009
            As
      at 3/31/2009Cost
            Accumulated
      Amortization
            Net
      Book Value
            Cost
            Accumulated
      Amortization
            Net
      Book ValueComputers
      & Software
            $
            15,411
            $
            4,501
            $
            10,810
            $
            11,476
            $
            2,580
            $
            8,896$
            15,411
            $
            4,501
            $
            10,810
            $
            11,476
            $
            2,580
            $
            8,896








NOTE
7 -        NOTES PAYABLE





On May
22, 2009, the Company signed a finance agreement for payment of insurance in the
total amount of $12,000 at an annual rate of 8.348% with monthly instalment of
$1,380.








NOTE
8 -        MINERAL PROPERTY AND
EXPLORATION COSTS





All of
the Company’s mineral property interests are located in Tanzania. Geo Can
Resources holds mineral properties in trust for Kilimanjaro Mining Company
Inc. Most of the mineral property interests are still formally registered
to Geo Can to save on registration fees until the annual filing for each
property comes due at which time the formal registration of each property will
be transferred to Kilimanjaro or as directed by Kilimanjaro. Geo Can has entered
into prior property agreements regarding its mineral properties with the
Company and no longer has any interest in those prior property
agreements.





In
accordance with the share exchange agreement with Kilimanjaro, the Company
cancelled 9,350,300 issued common shares, 6,500,000 unissued common shares and a
cash payment of $350,000 for property acquisitions.  (See Note
3)
































F-11





-12-





LAKE
VICTORIA MINING COMPANY, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER
30, 2009





LAKE
      VICTORIA MINING, INC.Ended
      September  30, 2009The
      continuity of mineral properties exploration
  expendituresKalemela
            State
      Mining
            Geita
            Kinyambwiga
            Singida
            Total(a)
            (b)
            (c)
            (d)
            (e)
            Amounts
      ExpensesBalance,
      March 31, 2009
            $
            633,895
            $
            -
            $
            408,972
            $
            87,593
            $
            -
            $
            1,130,460Exploration
      expenditures:Camp,
      Field Supplies and Travel
            
            
            
            
            
            
            
            15,000Drilling
      CostExploration
      and field overheadGeological
      consulting and Wages
            
            8,750
            
            
            
            7,600
            
            46,060Geophysical
      and Geochemical
            
            
            
            
            
            
            
            6,228Parts
      and equipment
            
            
            
            
            
            
            
            4,000Project
      Administration fee
            
            6,175
            
            
            
            6,175
            
            14,625Vehicle
      and Fuel expenses
            
            
            
            
            
            
            
            1,68014,925
            
            
            
            13,775
            
            87,593
            
            
            
            116,293Write-offsBalance,
      June 30, 2009
            $
            663,745
            $
            -
            $
            436,522
            $
            262,779
            $
            -
            $
            1,246,753Exploration
      expenditures:Camp,
      Field Supplies and Travel
            
            
            
            
            
            
            
            30,500
            
            30,500Drilling
      Cost
            
            
            
            
            
            
            
            -
            
            -Exploration
      and field overhead
            
            
            
            
            
            
            
            -
            
            -Geological
      consulting and Wages
            
            
            
            
            
            
            
            49,165
            
            63,235Geophysical
      and Geochemical
            
            
            
            
            
            
            
            9,900
            
            99,144Parts
      and equipment
            
            
            
            
            
            
            
            -
            
            8,000Project
      Administration fee
            
            
            
            
            
            
            
            19,825
            
            19,825Vehicle
      and Fuel expenses
            
            
            
            
            
            
            
            3,416
            
            3,416112,806
            
            224,120
            
            336,926Write-offsBalance,
      September 30, 2009
            $
            663,745
            $
            -
            $
            873,044
            $
            
            $
            
            $
            2,830,432








(a)
            Kalemela
      Gold Project:  PL2747/2004 PL2910/2004 & PL
      3006/2005





On
November 18, 2008, the Company entered into an Option To Purchase Prospecting
Licenses Agreement (the “Agreement”) with Geo Can wherein the Company was
granted the right to acquire an undivided 60% interest in and to certain
properties comprised of prospecting licenses, by carrying out a series of
exploration programs on the property and by making certain payments to Geo Can
in the form of shares of our common stock and cash.





As of
August 7, 2009, the Company owns a 100% interest in the Kalemela
project's three prospecting licenses through its wholly owned subsidiary,
Kilimanjaro Mining Company.





F-12





-13-





LAKE
VICTORIA MINING COMPANY, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER
30, 2009





The three
licenses total about 260 square kilometers.  Results of geologic
mapping, ground magnetic surveying and soil sampling have identified exploration
sites suitable for electrical induced polarization (I.P.) geophysical surveys to
further define possible drill targets.  Depending on available
resources and project scheduling, the I.P. survey may be conducted before the
end of 2010. The Company has expanded an Exploration Services Agreement with Geo
Can to include mineral exploration of all three licenses.





(b)
            State
      Mining Project: PL2702/2004, PL5469/2008 &
  PL4339/2006





On August
10, 2009, the Company decided to forgo additional work on the above three
licenses, and we transferred them back to the State Mining Company on August 11
and on September 15, 2009.





(c)
            Geita
      Project: PL2806/2004





As of
August 7, 2009, the Company owns a 100% interest in the Geita project's one
prospecting license through its wholly owned subsidiary, Kilimanjaro Mining
Company.





(d)
            Kinyambwiga
      Project:  PL4653/2007





As of
August 7, 2009, the Company owns a 100% interest in
the Kinyambwiga project's one prospecting license through its wholly owned
subsidiary, Kilimanjaro Mining Company.





(e)
            Singida
      Project





On May
15, 2009, Kilimanjaro signed a mineral financing agreement with a director of
the Company to acquire Primary mining Licenses (“PMLs”) in the Singida area.
As of September 30, 2009 Kilimanjaro has entered into Mineral Properties
Sales and Purchase agreements with various PMLs owners to acquire 54 different
PMLs in the Singida area. The total agreed purchase price of $4,925,000 is
to be paid within 730 days.








NOTE
9 -        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 March 31, 2009, the Company has not issued any
preferred stock.





Common
Stock


The
Company is authorized to issue 100,000,000 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.


F-13


-14-





LAKE
VICTORIA MINING COMPANY, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER
30, 2009





On
September 25, 2009 the Company received subscription payment of $120,000 for
200,000 shares of stock to be issued.





On August
7, 2009 the Company issued 37,653,549 common shares to acquire 100% interest of
Kilimanjaro Mining Company. On March 31, 2009, Kilimanjaro had 26,522,808 shares
issued and outstanding. Prior to August 7, 2009, Kilimanjaro issued 1,347,200
shares for cash at $0.25 per share, 6,211,500 shares for acquisition of mineral
property and 3,172,042 shares for consulting services.





According
to the share exchange agreement with Kilimanjaro Mining Company, on August 7,
2009, the Company cancelled 4,000,000 common shares which 3,000,000 shares were
issued to Kilimanjaro and 1,000,000 shares to former directors on March 14,
2007.





According
to the share exchange agreement with Kilimanjaro Mining Company, on August 7,
2009, the Company cancelled 6,350,300 common shares which included 2,350,300
shares issued on December 23, 2008 and 4,000,000 shares issued on February 13,
2009.





On April
15, 2009 Lake Victoria granted 70,000 restricted common shares at a fair value
of $35,000 to officers and directors and the shares were issued on August 4,
2009.





On
January 21, 2009 Lake Victoria entered into an option to purchase prospecting
license agreement with Geo Can Resources Ltd. to acquire prospecting license
PL2806/2004 at Geita in the Geita District. The total consideration includes an
aggregate cash payment of $200,000 and issuance of 5,500,000 common shares. On
February 13, 2009, the Company issued 4,000,000 shares of common stock at a fair
value of $1,840,000.  These shares were subsequently cancelled as a
part of the reverse acquisition with Kilimanjaro.








NOTE
10 -      CONCENTRATIONS





The
Company has contracted Geo Can Resources Company Ltd. to perform exploration
services on all our properties. The Company relies on Geo Can Resources to do
all such work. If Geo Can stops providing exploration services, the Company may
have to suspend our operations until the Company can find a new contractor to
continue exploration.























F-14





-15-





LAKE
VICTORIA MINING COMPANY, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER
30, 2009








NOTE
11 -      COMMITMENTS AND
CONTINGENCIES





The
Company signed exploration services agreements with Geo Can Resources to perform
mining exploration on all properties. According to the service agreements, the
Company has an obligation to incur exploration expenses as
follows:





1.
            Kalemela
      Gold Project: PL2747/2004





The
Company shall complete $187,500 of mineral exploration on PL2747/2004 within
twelve months of the “Initial Payment Date”, which was July 14,
2009.





2.
            Kalemela
      Gold Project: PL2910/2004 &  PL
  3006/2005





The
Company shall incur exploration expenses of $200,000 on or before the one year
anniversary of the Closing date, which was November 18, 2009.





3.
            Geita
      Project PL2806/2004


The
Company shall incur Exploration Expenses aggregating at least $2,000,000 not
later than the first anniversary of the Closing Date, as follows:


(i)
            $650,000
      within 180 days of the Closing Date, which was July
  27,2009


(ii)
            an
      additional $1,350,000 on or before the first year anniversary of the
      Closing Date, which was January 27,
2010.





4.
            Kinyambwiga
      Project PL4653/2007


The
Company shall incur expenses relative to Mining Operations for Establishing
and Planning Production Facilities to establish at a minimum of 100
tons per day a commercial producing mine. Expenses are to aggregate at
least USD$1,500,000 and not later than fifteen months or 458 days of the Closing
Date, as follows:





(i)
            USD$600,000
      within 180 days of the Closing Date, which was Oct 2,
  2009


(ii)
            an
      additional USD$900,000 on or before the first year anniversary of the
      Closing Date, which was April 2,
2010.





Both
companies have mutually agreed that the exploration agreements will be
terminated once the Company incorporates its own exploration subsidiary in
Tanzania. There are no payments in default as of September 30,
2009.

















F-15





-16-





LAKE
VICTORIA MINING COMPANY, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER
30, 2009








NOTE
12 -      SUBSEQUENT EVENTS





On
October 31, 2009 the Company mutually agreed with Hampton Park LLC to extend the
payment due date for sale of Kibo Resources Company shares to November 30,
2009.





On
October 27, 2009, the Company signed a renewed mineral property purchase
financing agreement with one director of the Company which replaced the initial
agreement with Kilimanjaro Mining on May 15, 2009.  According to the
renewed agreement, the Company shall provide all of the finances required for
acquiring and developing the PMLs in the Singida area, and the Company will
continue to have a 100 percent beneficial interest in all PMLs acquired by Mr.
Magoma pursuant to the initial and renewed agreement.





On
October 30, 2009, the Company entered into a consulting services agreement with
Stocks That Move. The agreement is for a period of twelve months. Total
consideration for the services is 1,450,000 restricted common
shares.





On
November 5, 2009, the Company issued 456,250 restricted shares of common stock
for services provided by POP holding and Vertvet Management Services Ltd at a
fair value of $273,750.





On
November 9, 2009, the Company incorporated a wholly owned subsidiary in Tanzania
to perform exploration and mining activities on all of its mineral
properties.





As of
November 16, 2009, there have been no other subsequent events that would
materially change the financial statements were they included.





















































F-16





-17-





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




This section of the quarterly report
includes a number of forward-looking statements that reflect our current views
with respect to future events and financial performance. Forward-looking
statements are often identified by words like: believe, expect, estimate,
anticipate, intend, project and similar expressions, or words which, by their
nature, refer to future events. You should not place undue certainty on these
forward-looking statements, which apply only as of the date of this report.
These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results of
our predictions.





Results
of Operations/Plan of Operation





On August 7, 2009, we issued a total of
37,653,549 restricted shares of our common stock to ninety-eight shareholders of
Kilimanjaro Mining Company, Inc., (“Kilimanjaro”) in exchange for 31,377,957
shares of Kilimanjaro which constituted 100% of the total outstanding shares of
common stock of Kilimanjaro.  Kilimanjaro thereby became our wholly
owned subsidiary corporation.





As part and of the foregoing, Geo Can
Resources Company Ltd. (“Geo Can”) executed a release of all existing option
payments, cash, shares and property agreements entered into between Geo Can and
either Kilimanjaro or Lake Victoria.





Additionally, we cancelled a total of
10,350,300 shares of common stock concerning the merger with Kilimanjaro and
other associated transactions.





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 consultant if the
property contains resources and/or reserves. Mineralized material is a
mineralized body, which has been delineated by appropriate 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 and
you could lose your investment.





In addition, we may not have enough
money to complete exploration of our properties. If it turns out that we have
not raised enough money to complete our exploration program, we will try to
raise additional funds from another public offering, a private placement or
loans. At the present time, we are attempting to raise additional money, but
there is no assurance that we will be able to raise it. If we need additional
money and can’t raise it, we will have to suspend or cease
operations.





We must continue to conduct exploration
to determine what amount of gold and other minerals, if any, exist on our
properties and if any minerals which are found can be economically extracted and
profitably processed. We have contracted Geo Can to perform exploration services
on all our properties. We rely on Geo Can to do all such work. If Geo Can stops
providing exploration services, we may have to suspend our operation until we
find a new contractor to continue exploration.





PROJECTS





Kalemela Gold
Project





Currently all of our properties are
undeveloped raw land. We have started initial exploration and geophysical
surveying on the Kalemela Gold Project licenses PL2747/2004, PL3006/2005 and
PL2910/2004. To our knowledge, none of our properties have ever been
commercially mined. The first event that occurred was the acquisition of the
prospecting license, PL2747/2004 from Uyowa Gold Mining and Exploration Company
Limited, P.O. Box 3167, Dar es Salaam, Tanzania. This was


-18-





followed
by a physical examination of the property by Dr. Roger A. Newell, a geologist,
our president and director. The license is recorded in Geo Can’s name. Following
the initial examination, additional geologic mapping, soil and rock sampling and
ground magnetic surveys were conducted.





Subsequently, on November 18, 2008 we
acquired two adjacent and contiguous licenses PL3006/2005 and PL2910/2004. We
have expanded our mineral exploration budget with Geo Can to complete a similar
initial exploration program that was conducted on PL2747/2004. We have completed
the initial exploration of PL3006/2005 and PL2910/2004.  The three
licenses total about 260 square kilometers. Results of geologic mapping, ground
magnetic surveying and soil sampling have identified exploration sites suitable
for electrical induced polarization (I.P.) geophysical surveys to further define
possible drill targets.  Depending on available resources and project
scheduling, an I.P. survey may be conducted before the end of 2010.





State Mining
Project





On December 22, 2008, we completed an
“Option to Purchase Prospecting Licenses Agreement” with Geo Can for PL4339/2006
and PL2702/2004. Under the terms of the agreement and the consideration paid, we
will acquire the exclusive and irrevocable option to acquire from the State
Mining Corporation a 90% undivided interest in PL4339/2006 and PL2702/2004
through the Geo Can Option. Dr. Roger A. Newell and Mr. Ahmed Magoma completed a
field visit to PL2702 and PL5469 on January 19th 2009. Shallow iron stained
artisanal mine pits are present and these pits reveal 0.5 meter to 1 meter thick
northeast striking and steeply dipping quartz veins. Evidence of earlier RAB
drilling was also observed. Plans and budgets for the mineral exploration
program on these properties were prepared with the intent for the program to be
conducted during the last two quarters of 2009.





On August 10, 2009, we decided give up
these three licenses and they were transferred back to the State Mining
Company.





Geita Gold
Project





On January 27, 2009, we executed a
definitive Option Agreement (the “Option”) with Geo Can to earn a 50% interest
in Geo Can’s Geita Gold Project, Prospecting License Number PL2806. Under the
terms of the Option, we will acquire a 50% interest in the License which totals
43.77 sqaure kilometers. The “Option” also provides for Lake Victoria to
acquire through “Remaining Interest Options” up to a 75% interest in the gold
project.





During 2008 Geo Can completed detailed
ground magnetic surveys, and both reconnaissance and detailed electrical
prospecting (induced polarization, I.P.) surveys. Following this work, we
commenced drilling on the Geita Project in January 2009, and completed 37
reverse circulation drill holes for a total of 3,508 meters (11,506 feet). The
drilling identified sub- economic gold values; the best mineralized intersection
was 2 meters of 3.03 grams per metric ton from 50 meters to 52 meters in drill
hole GR-15. The geophysical and geological information continues to be reviewed
to determine if additional exploration targets exist that justify additional
work. No additional work was conducted on the project during the reporting
period.

















-19-





Kinyambwiga Gold
Project





The Kinyambwiga Gold Project is about
110 kilometers east of the city of Mwanza in northern Tanzania.  On
April 2, 2009 we completed an “Option to Purchase Prospecting Licenses
Agreement” with Geo Can for PL4653/2007. Under the terms of the agreement and
the consideration paid, we will acquire the exclusive and irrevocable option to
acquire from Geo Can an 80% undivided interest in PL4653/2007.  A
detailed ground magnetic survey was completed on a portion of the prospecting
license, and on June 4th,
2009 Company consultants began to excavate exploration trenches to further
expose previously identified quartz veins. Over thirty trenches have been
excavated and rock samples from the trenches have been submitted to an assay
laboratory.  Detailed ground magnetic surveying suggested that the
previously identified quartz veins have a strike length of at least one
kilometer.  A detailed trenching program further defined the quartz
veins, and 134 samples collected from 22 trenches averaged 2.28 grams per metric
ton. An additional 24 bulk samples were selected for leach assaying these
samples returned and average of 3.48 grams per metric ton.  Routine
fire assays for these same 24 bulk samples averaged 3.56 grams per metric
ton.  Previous excavations and shallow reconnaissance drilling
suggests that multiple veins are present and may extend over a 2 kilometer
distance.  Additional core drilling may be planned to confirm these
assay results at depth below selected trenches and artisanal mine
workings.





Singida Gold
Project





The Singida Gold Project lies about 400
kilometers south of the city of Mwanza.  The Singida project is the
location of active artisanal mining and we have conducted detailed underground
sampling, sampling of artisanal mine waste dumps and processed tailing
piles.  More than 3,200 samples have been collected and
assayed.  From 36 mine shafts and connected workings 176 samples
averaged 7.1 grams per metric ton; 1,138 artisanal mine waste dumps averaged
2.14 grams per metric ton; and samples from 75 processed tailing piles averaged
3.05 grams per metric ton.  A detailed ground magnetic survey was
conducted over the mineralized area which appears to extend in a northwest –
southeast direction for a distance of 5 kilometers or more.  The
mineralized zone consists of quartz veins varying from about 0.3 to 2 meters
thick in greenstone rocks, and the sampled artisanal mine shafts averaged about
50 meters deep.  Additional work is planned at Singida which may
involve I.P. surveying and drilling below the artisanal workings to confirm
mineralization at depth below the current workings.





ADDITIONAL
CONSIDERATIONS





None of our properties contain
mineralized material.  Mineralized material is a mineral body which
has been delineated by appropriately spaced drilling or underground sampling to
define sufficient tonnages and average metal grades to justify removal. There is
no assurance that we will ever discover any mineralized material.





Activities occurring on adjoining
properties are not material to our activities. The reason is that whatever is
located under an adjoining property may or may not be located or continue on
to our property.





We have exploration licenses. We do not
have a license to remove any minerals or reserves whatsoever at this time on any
part of our properties. Once exploration has advanced to a point where removal
is feasible, we plan to apply for one or more mining licenses.  There
is no assurance that we will ever be granted a mining license.











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If we are unable to complete any phase
of exploration because we don’t have enough money, we will cease operations
until we raise more money.  If we can’t or don’t raise more money, we
will cease operations.  If we cease operations, you will lose your
investment.





All of the work on our properties is
conducted by contractors that the Company has hired through exploration service
contracts. The contractors are responsible for surveying, geology, engineering,
exploration, and excavation. The geologists will evaluate the information
derived from the exploration and evaluation and the engineers will advise us on
the economic feasibility of removing the mineralized material.





On November 9, 2009, we incorporated
Lake Victoria Resources (T) Limited, in Tanzania, as a wholly owned subsidiary
corporation to conduct exploration and mining activities on all of our mineral
properties.





Limited
Operating History; Need for Additional Capital





We are an exploration stage mining
corporation that has not generated any revenues from operations. We cannot
guarantee that we will be successful in our business operations. Our business is
subject to risks inherent in operating an exploration stage mining company,
including limited capital resources, possible delays in the exploration of its
properties, possible cost overruns due to price and cost increases for services
and economic conditions.





Liquidity and Capital
Resources





On November 5, 2009, we issued 456,250
restricted shares of common stock for business development services provided by
POP Holding and Vertvet Management Services Ltd.  We valued the
services at $273,750.





On August 7, 2009, we issued 37,653,549
shares of common stock in exchange for all of the issued and outstanding shares
of Kilimanjaro.





On the same date, we cancelled
10,350,300 shares of common stock previously issued to Kilimanjaro and
others.





As of September 30, 2009, our total
assets were $151,071 and our total liabilities were $5,796,729.





Recent
accounting pronouncements





In August 2009, the FASB issued
Accounting Standards Update (“ASU”) No. 2009-05, "Measuring Liabilities at Fair
Value," which amends ASC 820, "Fair Value Measurements and Disclosures." ASU
2009-05 provides clarification and guidance regarding how to value a liability
when a quoted price in an active market is not available for that
liability.  The Company will adopt the provisions of this update for
fair value measurements of liabilities effective October 1, 2009, and adoption
is not expected to have a significant impact on the Company’s consolidated
financial statements.














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In June 2009, the FASB issued SFAS No.
168, “FASB Accounting Standards Codification” (Codification) as the single
source of authoritative nongovernmental U.S. GAAP to be launched on July 1,
2009. The Codification does not change current U.S. GAAP, but is intended to
simplify user access to all authoritative U.S. GAAP by providing all the
authoritative literature related to a particular topic in one place. All
existing accounting standard documents will be superseded and all other
accounting literature not included in the Codification will be considered
nonauthoritative. The Codification is effective for interim and annual periods
ending after September 15, 2009. The Codification is for disclosure only and
will not impact our financial condition or results of operations. The Accounting
Standards Codification (ASC) has become the source of authoritative U.S.
generally accepted accounting principles (“GAAP”). The ASC only changes the
referencing of financial accounting standards and does not change or alter
existing GAAP.





In June 2009, the FASB issued ASC
810-10 (formerly SFAS 167), “Amendments to FASB Interpretation No. 46(R)”. ASC
810-10 amends ASC 810-10 (formerly FIN 46(R)), “Consolidation of Variable
Interest Entities,” and changes the consolidation guidance applicable to a
variable interest entity (“VIE”). It also amends the guidance governing the
determination of whether an enterprise is the primary beneficiary of a VIE, and
is, therefore, required to consolidate an entity, by requiring a qualitative
analysis rather than a quantitative analysis. The qualitative analysis will
include, among other things, consideration of who has the power to direct the
activities of the entity that most significantly impact the entity’s economic
performance and who has the obligation to absorb losses or the right to receive
benefits of the VIE that could potentially be significant to the VIE. This
standard also requires continuous reassessments of whether an enterprise is the
primary beneficiary of a VIE. Previously, ASC 810-10 required reconsideration of
whether an enterprise was the primary beneficiary of a VIE only when specific
events had occurred. QSPEs, which were previously exempt from the application of
this standard, will be subject to the provisions of this standard when it
becomes effective. ASC 810-10 also requires enhanced disclosures about an
enterprise’s involvement with a VIE. ASC 810-10 will be effective as of the
beginning of interim and annual reporting periods that begin after November 15,
2009.





In June 2009, the FASB issued ASC
860-10 (formerly SFAS 166), “Accounting for Transfers of Financial Assets, an
Amendment of FASB Statement No. 140”. ASC 860-10 amends ASC 860-10 (formerly
SFAS 140), “Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities,” by: eliminating the concept of a qualifying
special-purpose entity (“QSPE”); clarifying and amending the derecognition
criteria for a transfer to be accounted for as a sale; amending and clarifying
the unit of account eligible for sale accounting; and requiring that a
transferor initially measure at fair value and recognize all assets obtained
(for example beneficial interests) and liabilities incurred as a result of a
transfer of an entire financial asset or group of financial assets accounted for
as a sale. Additionally, on and after the effective date, existing QSPEs (as
defined under previous accounting standards) must be evaluated for consolidation
by reporting entities in accordance with the applicable consolidation guidance.
ASC 860-10 requires enhanced disclosures about, among other things, a
transferor’s continuing involvement with transfers of financial assets accounted
for as sales, the risks inherent in the transferred financial assets that have
been retained, and the nature and financial effect of restrictions on the
transferor’s assets that continue to be reported in the statement of financial
position. ASC 860-10 will be effective as of the beginning of interim and annual
reporting periods that begin after November 15, 2009. The Company is currently
assessing the impact that the adoption will have on the Company’s disclosures,
operating results, financial position and cash flows.





In June 2009, the FASB issued and the
Company adopted ASC 855, Subsequent Events. ASC 855 establishes general
standards of accounting for and disclosures of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. It requires the disclosure of the date through which an entity has
evaluated subsequent events and the basis for that date. ASC 855 is effective
for interim financial periods ending after June 15, 2009. The adoption of ASC
855 did not affect the Company’s consolidated financial statements.


-22-





In April 2009, the FASB issued ASC
820-10-65-4 (formerly FSP SFAS 157-4), “Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not
Orderly". ASC 820-10-65-4 provides additional guidance for estimating
fair value when the market activity for an asset or liability has declined
significantly. ASC 820-10-65-4 is effective for interim and annual periods
ending after June 15, 2009. The adoption of ASC 820-10-65-4 on September 30,
2009 did not have a material effect on the Company’s consolidated financial
statements.





In April 2009, the FASB issued and the
Company adopted provisions of ASC 815, Derivatives and Hedging,
which requires fair value disclosures in both interim as well as annual
financial statements in order to provide more timely information about the
effects of current market conditions on financial instruments. This statement
specifically requires entities to provide enhanced disclosures addressing the
following: (1) how and why an entity uses derivative instruments; (2) how
derivative instruments and related hedged items are accounted for under US GAAP,
and (3) how derivative instruments and related hedged items affect an entity’s
financial position, financial performance, and cash flows. The adoption impacts
the Company’s disclosures, but it will not affect its results of operations or
financial condition.





ITEM
      3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





We are a smaller reporting company as
defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not
required to provide the information under this item.





ITEM
4.          CONTROLS AND
PROCEDURES.





Under the supervision and with the
participation of our management, including the Principal Executive Officer and
Principal Financial Officer, we have evaluated the effectiveness of our
disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as
of the end of the period covered by this report. Based on that evaluation, the
Principal Executive Officer and Principal Financial Officer have concluded that
these disclosure controls and procedures are ineffective, in that we have failed
to file one Form 8-K in a timely manner during the quarter ended September 30,
2009. There were no changes in our internal control over financial reporting
during the quarter ended September 30, 2009 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





We are a smaller reporting company as
defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not
required to provide the information under this item.























-23-





ITEM
5.          OTHER
INFORMATION.





(a)           1)           On
October 30, 2009, we entered into a consulting services agreement (the
“Agreement”) with Stocks That Move. Under the terms of the Agreement, Stocks
That Move will provide public relations, advisory and consulting services in
consideration of 1,450,000 restricted shares of common stock, which we delivered
to Stocks that Move on November 5, 2009.





We failed to file a Form 8-K disclosing
our entry into the Agreement which was due at the SEC on November 5,
2009.





ITEM
6.          EXHIBITS.





The following documents are included
herein:





Exhibit
      No.
            Document
      Description2.1
            Stock
      Exchange Agreement with
      Kilimanjaro Mining Company Inc. and their Selling
      Shareholders.3.1
            Memorandum
      and Articles of Association of Lake Victoria Resources (T)
      Limited.10.1
            Consulting
      Services Agreement with Stocks That Move.31.1
            Certification
      of Principal Executive Office and Principal Financial Officer pursuant
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant Section
      906 of the Sarbanes-Oxley Act of
2002.




































































-24-





SIGNATURES





In accordance with Section 13 or 15(d)
of the Securities and Exchange Act, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized, on
this 20th day
of November, 2009.





LAKE
      VICTORIA MINING COMPANY, INC.BY:
            ROGER A
      NEWELLRoger
      A. NewellPresident,
      Principal Executive Officer, Principal Financial Officer, Principal
      Accounting Officer and a member of the Board of
  Directors























































-25-





EXHIBIT
INDEX








Exhibit
      No.
            Document
      Description2.1
            Stock
      Exchange Agreement with
      Kilimanjaro Mining Company Inc. and their Selling
      Shareholders.3.1
            Memorandum
      and Articles of Association of Lake Victoria Resources (T)
      Limited.10.1
            Consulting
      Services Agreement with Stocks That Move.31.1
            Certification
      of Principal Executive Office and Principal Financial Officer pursuant
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant Section
      906 of the Sarbanes-Oxley Act of
2002.






























































-26-