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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 December 31, 2010

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

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.)

1781 Larkspur Drive, Golden, CO, 80401(Address of principal executive offices) (zip code)

303.586.1390(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 [   ]     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]

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

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2

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 February
14, 2011, there were 76,346,900 shares of common stock, par value $0.00001,
outstanding.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

INSERT FINANCIAL STATEMENTS HERE

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Lake Victoria Mining Company, Inc. 
  (An Exploration Stage Company)

December 31, 2010

|                                               | Index
|---------------------------------------------- | -----
|                                               |      
|Consolidated Balance Sheets                    | F1  
|                                               |      
|Consolidated Statements of Operations          | F2  
|                                               |      
|Consolidated Statements of Cash Flows          | F3  
|                                               |      
|Notes to the Consolidated Financial Statements | F4  

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Lake Victoria Mining Company, Inc. 
  (An Exploration Stage Company) 
  Consolidated Balance Sheets 
  (Expressed in US dollars)

|                                                                                                                                                                     |  | December 31, |   |  | March 31,  |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | - |  | ---------- | -
|                                                                                                                                                                     |  | 2010         |   |  | 2010       |  
|                                                                                                                                                                     |  | $            |   |  | $          |  
|                                                                                                                                                                     |  | (Unaudited)  |   |  | (Audited)  |  
|                                                                                                                                                                     |  |              |   |  |            |  
|ASSETS                                                                                                                                                               |  |              |   |  |            |  
|                                                                                                                                                                     |  |              |   |  |            |  
|Current Assets                                                                                                                                                       |  |              |   |  |            |  
|                                                                                                                                                                     |  |              |   |  |            |  
|Cash                                                                                                                                                                 |  | 119,474      |   |  | 955,401    |  
|Advances and deposits                                                                                                                                                |  | 37,384       |   |  | 4,224      |  
|Advances to related party (Note 3)                                                                                                                                   |  | 499,043      |   |  | 499,043    |  
|                                                                                                                                                                     |  |              |   |  |            |  
|Total Current Assets                                                                                                                                                 |  | 655,901      |   |  | 1,458,668  |  
|                                                                                                                                                                     |  |              |   |  |            |  
|Property and Equipment (Note 4)                                                                                                                                      |  | 89,429       |   |  | 100,864    |  
|                                                                                                                                                                     |  |              |   |  |            |  
|Total Assets                                                                                                                                                         |  | 745,330      |   |  | 1,559,532  |  
|                                                                                                                                                                     |  |              |   |  |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                 |  |              |   |  |            |  
|                                                                                                                                                                     |  |              |   |  |            |  
|Current Liabilities                                                                                                                                                  |  |              |   |  |            |  
|                                                                                                                                                                     |  |              |   |  |            |  
|Accounts payable                                                                                                                                                     |  | 67,318       |   |  | 99,736     |  
|Accounts payable-related party (Note 3)                                                                                                                              |  | 679,398      |   |  | 700,523    |  
|Acquisition liabilities                                                                                                                                              |  |             |   |  | 61,482     |  
|Other
      payables (Note 6)                                                                                                                                        |  | 10,587       |   |  | 29,178     |  
|Total Liabilities                                                                                                                                                    |  | 757,303      |   |  | 890,919    |  
|                                                                                                                                                                     |  |              |   |  |            |  
|                                                                                                                                                                     |  |              |   |  |            |  
|Commitments and Contingencies (Notes 1 and 10)                                                                                                                       |  |              |   |  |            |  
|Subsequent Events (Note 11)                                                                                                                                          |  |              |   |  |            |  
|                                                                                                                                                                     |  |              |   |  |            |  
|Stockholders Equity (Deficiency)                                                                                                                                    |  |              |   |  |            |  
|                                                                                                                                                                     |  |              |   |  |            |  
|Preferred Stock, 100,000,000 shares authorized,
      $0.00001 par value; 
      No shares issued and outstanding (Note 8)                                           |  |             |   |  |           |  
|                                                                                                                                                                     |  |              |   |  |            |  
|Common Stock, 250,000,000 shares authorized,
      $0.00001 par value; 
      76,346,900 shares issued and outstanding (March 31, 2010 - 60,527,575) 
      (Note 8) |  | 763          |   |  | 606        |  
|                                                                                                                                                                     |  |              |   |  |            |  
|Additional Paid-in Capital                                                                                                                                           |  | 12,604,686   |   |  | 7,653,026  |  
|                                                                                                                                                                     |  |              |   |  |            |  
|Common Stock and Warrants Issuable (Notes 8(c))                                                                                                                      |  |             |   |  | 1,437,230  |  
|                                                                                                                                                                     |  |              |   |  |            |  
|Deficit Accumulated During the Exploration Stage                                                                                                                     |  | (12,617,422  | ) |  | (8,422,249 | )
|                                                                                                                                                                     |  |              |   |  |            |  
|Total Stockholders Equity (Deficiency)                                                                                                                              |  | (11,973      | ) |  | 668,613    |  
|                                                                                                                                                                     |  |              |   |  |            |  
|Total Liabilities and Stockholders Equity (Deficiency)                                                                                                              |  | 745,330      |   |  | 1,559,532  |  

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

F-1

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

|                                                                      |  |                    |   |  |                    |   |  |                        |   |  |            |   |  | Accumulated From  |  
|--------------------------------------------------------------------- |  | ------------------ | - |  | ------------------ | - |  | ---------------------- | - |  | ---------- | - |  | ----------------- | -
|                                                                      |  |                    |   |  |                    |   |  |                        |   |  |            |   |  | December 11, 2006 |  
|                                                                      |  | Three Months Ended |   |  | Nine Months Ended  |   |  | (Date of Inception) to |  
|                                                                      |  | December
      31, |   |  | December
      31, |   |  | December 31,           |  
|                                                                      |  | 2010               |   |  | 2009               |   |  | 2010                   |   |  | 2009       |   |  | 2010              |  
|                                                                      |  | $                  |   |  | $                  |   |  | $                      |   |  | $          |   |  | $                 |  
|                                                                      |  |                    |   |  |                    |   |  |                        |   |  |            |   |  |                   |  
|Revenue                                                               |  |                   |   |  |                   |   |  |                       |   |  |           |   |  |                  |  
|                                                                      |  |                    |   |  |                    |   |  |                        |   |  |            |   |  |                   |  
|EXPENSES                                                              |  |                    |   |  |                    |   |  |                        |   |  |            |   |  |                   |  
|Amortization and depreciation                                         |  | 6,030              |   |  | 3,763              |   |  | 17,617                 |   |  | 5,210      |   |  | 31,498            |  
|Exploration costs (Note 7)                                            |  | 559,097            |   |  | 41,573             |   |  | 1,041,498              |   |  | 685,509    |   |  | 2,859,475         |  
|General and administrative                                            |  | 82,794             |   |  | 1,277,685          |   |  | 260,937                |   |  | 1,354,214  |   |  | 1,929,763         |  
|Impairment of mineral property
      acquisition costs       (Note 7) |  | 187,426            |   |  | 314,639            |   |  | 468,491                |   |  | 3,430,102  |   |  | 10,869,402        |  
|Management and director fees                                          |  | 28,500             |   |  | 3,000              |   |  | 88,500                 |   |  | 51,767     |   |  | 510,517           |  
|Professional and consulting fees                                      |  | 116,678            |   |  | 308,964            |   |  | 616,783                |   |  | 1,486,449  |   |  | 3,080,454         |  
|Stock-based compensation (Note 9)                                     |  | 1,593,989          |   |  |                   |   |  | 1,593,989              |   |  |           |   |  | 1,593,989         |  
|Travel and accommodation                                              |  | 18,515             |   |  | 39,299             |   |  | 56,018                 |   |  | 85,667     |   |  | 366,138           |  
|                                                                      |  |                    |   |  |                    |   |  |                        |   |  |            |   |  |                   |  
|Total Operating Expenses                                              |  | 2,593,029          |   |  | 1,988,923          |   |  | 4,143,833              |   |  | 7,098,918  |   |  | 21,241,236        |  
|                                                                      |  |                    |   |  |                    |   |  |                        |   |  |            |   |  |                   |  
|Operating Loss                                                        |  | (2,593,029         | ) |  | (1,988,923         | ) |  | (4,143,833             | ) |  | (7,098,918 | ) |  | (21,241,236       | )
|                                                                      |  |                    |   |  |                    |   |  |                        |   |  |            |   |  |                   |  
|Other Income (Expenses)                                               |  |                    |   |  |                    |   |  |                        |   |  |            |   |  |                   |  
|Gain on long-term investments                                         |  |                   |   |  |                   |   |  |                       |   |  | 10,000     |   |  | 5,000             |  
|Foreign exchange loss                                                 |  | (4,528             | ) |  | (29,742            | ) |  | (5,224                 | ) |  | (29,742    | ) |  | (75,377           | )
|Interest Income                                                       |  | 487                |   |  | 388                |   |  | 2,164                  |   |  | 842        |   |  | 7,639             |  
|Interest expense                                                      |  | (156               | ) |  | (237               | ) |  | (518                   | ) |  | (472       | ) |  | (1,041            | )
|Loss on debt settlement                                               |  | (47,762            | ) |  |                   |   |  | (47,762                | ) |  |           |   |  | (47,762           | )
|Other Income                                                          |  |                   |   |  |                   |   |  |                       |   |  |           |   |  | 15,900            |  
|Total Other Income (Expenses)                                         |  | (51,959            | ) |  | (29,591            | ) |  | (51,340                | ) |  | (19,372    | ) |  | (95,641           | )
|Net loss                                                              |  | (2,644,988         | ) |  | (2,018,514         | ) |  | (4,195,173             | ) |  | (7,118,290 | ) |  | (21,336,877       | )
|Net loss attributable
      to non-controlling interest               |  |                   |   |  |                   |   |  |                       |   |  | 1,927,226  |   |  | 8,719,455         |  
|Net Loss Attributable to the Company                                  |  | (2,644,988         | ) |  | (2,018,514         | ) |  | (4,195,173             | ) |  | (5,191,064 | ) |  | (12,617,422       | )
|Net Loss Per Share
       Basic and Diluted                          |  | (0.04              | ) |  | (0.04              | ) |  | (0.06                  | ) |  | (0.11      | ) |  |                   |  
|Weighted Average Shares Outstanding                                   |  | 74,178,000         |   |  | 57,011,875         |   |  | 70,343,000             |   |  | 45,353,313 |   |  |                   |  

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

F-2

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Lake Victoria Mining Company, Inc. 
  (An Exploration Stage Company) 
  Consolidated Statements of Cash Flows 
  (Expressed in US dollars) 
  (Unaudited)

|                                                                             |  | Nine Months Ended |  
|---------------------------------------------------------------------------- |  | ----------------- | -
|                                                                             |  | December 31       |  
|                                                                             |  | 2010              |  
|                                                                             |  | $                 |  
|Operating Activities                                                         |  |                   |  
|Net Income (Loss)                                                            |  | (4,195,173        | )
|Adjustments to reconcile net loss to cash used
      in operating activities |  |                   |  
|Amortization and depreciation                                                |  | 17,617            |  
|Loss in subsidiary attributed
      to non-controlling interest              |  | -                 |  
|Restructuring charges                                                        |  | -                 |  
|Impairment of mineral property
      acquisition cost                        |  | 468,491           |  
|Loss on other investment                                                     |  | -                 |  
|Share payment for consulting services                                        |  | 118.200           |  
|Directors' compensation share payments                                       |  | -                 |  
|Stock-based compensation                                                     |  | 1,593,989         |  
|Changes in operating assets and liabilities:                                 |  |                   |  
|Increase in advances and deposits                                            |  | (33,160           | )
|Decrease in advances to related party                                        |  | -                 |  
|Decrease in amounts due to related
      parties                             |  | (21,125           | )
|Increase in accounts payable and accrued liabilities                         |  | 69,618            |  
|Decrease in accounts payable 
      acquisition                             |  | (61,482           | )
|Decrease in accrued expenses                                                 |  | -                 |  
|Decrease in other payables                                                   |  | (18,591           | )
|Net Cash Provided
      By (Used In) Operating Activities                    |  | (2,061,616        | )
|                                                                             |  |                   |  
|Investing Activities                                                         |  |                   |  
|Acquisition of property, plant
      and equipment                           |  | (6,182            | )
|Cash payment for acquisition of mineral properties                           |  | (468,491          | )
|Proceeds from sale of investments                                            |  | -                 |  
|Net Cash Used In Investing
      Activities                                  |  | (474,673          | )
|                                                                             |  |                   |  
|Financing Activities                                                         |  |                   |  
|Proceeds from note payable                                                   |  | 12,750            |  
|Repayment of note payable                                                    |  | (12,750           | )
|Proceeds from issuance of stock, net                                         |  | 1,700,362         |  
|Net Cash Provided
      By (Used In) Financing Activities                    |  | 1,700,362         |  
|Net Decrease In Cash                                                         |  | (835,927          | )
|Cash at Beginning
      of Period                                            |  | 955,401           |  
|Cash at End of Period                                                        |  | 119,474           |  
|                                                                             |  |                   |  
|Non-cash Investing and Financing Activities                                  |  |                   |  
|Stock issued for services                                                    |  | 118,200           |  
|Stock issued to settle amounts
      payable                                 |  | 102,037           |  
|Investment acquired through payable                                          |  |                  |  
|Accounts payable exchanged for long-term investment                          |  |                  |  
|Share payments for mineral interest acquisition
      costs                  |  |                  |  
|Accounts receivable exchanged for mineral property
      acquisition         |  |                  |  
|Accounts
      receivable exchanged for long-term investment                 |  |                  |  
|                                                                             |  |                   |  
|Supplemental Disclosures                                                     |  |                   |  
|Interest paid                                                                |  | 518               |  
|Income
      taxes paid                                                      |  |                  |  

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

F-3

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Lake Victoria Mining Company, Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  December 31, 2010 
  (Expressed in US dollars) 
  (Unaudited)

|1. | Nature of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Lake Victoria Mining Company, Inc. (the
        Company) was incorporated on December 11, 2006 under the laws of
        the State of Nevada. The Company is also referred to as we,
        us and our. The Companys administrative
        office is located in Golden, Colorado. 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 its formation
        in December 2006 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 December 31, 2010, none of the Companys
        mineral property interests had proven or probable reserves as determined
        under the requirements of SEC Industry Guide No. 7. Planned principal
        activities have not yet begun. The ability of the Company to emerge from
        the exploration stage with respect to any planned principal business activity
        is dependent upon its successful efforts to raise additional debt or equity
        financing and/or attain profitable mining operations. As shown in the
        accompanying financial statements, the Company has an accumulated deficit
        of $12,617,422 incurred through December 31, 2010 and a working capital
        deficit of $101,402 at December 31, 2010. The Company has no revenues.
        Management intends to seek additional capital from new equity securities
        offerings that will provide funds needed to continue the exploration for
        gold and uranium. 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 as a going concern. 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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F-4

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Lake Victoria Mining Company, Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  December 31, 2010 
  (Expressed in US dollars) 
  (Unaudited)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
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F-5

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Lake Victoria Mining Company, Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  December 31, 2010 
  (Expressed in US dollars) 
  (Unaudited)

|2. | Summary of Significant Accounting Principles
        (continued)
|-- | ----------------------------------------------------------------
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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 
  December 31, 2010 
  (Expressed in US dollars) 
  (Unaudited)

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

| |         |  |                  |  |  |             |  |  | Fair Value Measurements Using
| | ------- |  | ---------------- |  |  | ----------- |  |  | -----------------------------
| |         |  | Quoted Prices in |  |  | Significant |  |  |                              
| |         |  | Active Markets   |  |  | Other       |  |  | Significant                  
| |         |  | For Identical    |  |  | Observable  |  |  | Unobservable                 
| |         |  | Instruments      |  |  | Inputs      |  |  | Inputs                       
| |         |  | (Level 1)        |  |  | (Level 2)   |  |  | (Level 3)                    
| |         |  | $                |  |  | $           |  |  | $                            
| | Assets: |  |                  |  |  |             |  |  |                              
| | Cash    |  | 119,474          |  |  |            |  |  |                             

| |    | Foreign currency transactions are primarily undertaken
        in Canadian dollars and Tanzanian Schillings. The financial risk is the
        risk to the Companys operations that arise from fluctuations in
        foreign exchange rates and the degree of volatility of these rates. Currently,
        the Company does not use derivative instruments to reduce its exposure
        to foreign currency risk.                                                                                                           
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | l) | 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 Translation Matters, using the exchange
        rate prevailing at the balance sheet date. Gains and losses arising on
        translation or settlement of foreign currency denominated transactions
        or balances are included in the determination of income.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | To the extent that the Company incurs transactions that
        are not denominated in its functional currency, they are undertaken in
        Canadian dollars and the Tanzanian Schilling. A portion of business transactions
        in Tanzania and mineral option purchase agreements are denominated in
        the Tanzanian Schilling. The Company has not, to the date of these financials
        statements, entered into derivative instruments to offset the impact of
        foreign currency fluctuations.        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | m) | Segment Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | At December 31, 2010, the accompanying consolidated
        balance sheet contains approximately $49,000 of cash, $28,000 of advances
        and accounts receivable, and $74,200 of property and equipment in a foreign
        country (Tanzania). Although Tanzania is considered economically stable,
        it is always possible that unanticipated events in foreign countries could
        disrupt the Companys operations.                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | n) | Comprehensive Loss                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | ASC 220, Comprehensive Income establishes standards
        for the reporting and display of comprehensive loss and its components
        in the consolidated financial statements. As at December 31, 2010 and
        2009, the Company had no items that represent other comprehensive loss,
        and therefore has not included a schedule of comprehensive loss in the
        consolidated financial statements.                                                                                                        

F-7

---

Lake Victoria Mining Company, Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  December 31, 2010 
  (Expressed in US dollars) 
  (Unaudited)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | o)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | p)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   | q)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   | r)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|3. | Related Party Transactions and Balances                       
|   |                                                               
|   | a)                                                            
|   |                                                               
|   |                                                               

F-8

---

Lake Victoria Mining Company, Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  December 31, 2010 
  (Expressed in US dollars) 
  (Unaudited)

|3. | Related Party Transactions and Balances (continued)                                                
|-- | ---------------------------------------------------------------------------------------------------
|   |                                                                                                    
|   | b)                                                                                                 
|   |                                                                                                    
|   | c)                                                                                                 
|   |                                                                                                    
|   | d)                                                                                                 
|   |                                                                                                    
|4. | Property and Equipment                                                                             
|   |                                                                                                    
|   | At December 31, 2010 and March 31, 2010, property
        and equipment consisted of the following:

| |                            |  | As at December 31, 2010 |  |  | As at March 31, 2010 | 
| | -------------------------- |  | ----------------------- |  |  | -------------------- | 
| |                            |  |                         |  |  | Accumulated          | 
| |                            |  | Cost                    |  |  | Amortization         | 
| |                            |  | $                       |  |  | $                    | 
| | Mining tools and equipment |  | 88,339                  |  |  | 20,449               | 
| | Furniture and equipment    |  | 5,632                   |  |  | 1,438                | 
| | Computer and software      |  | 26,956                  |  |  | 9,611                | 
| |                            |  | 120,927                 |  |  | 31,498               | 

|5. | Note Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | On May 22, 2010, the Company signed a finance agreement
        for payment of insurance in the amount of $12,750 at an annual rate of
        9.99% for a ten month period, payable in monthly instalments of $1,334.
        On October 27, 2010, the Company paid the balance in full.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6. | Other Payables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | As of December 31, 2010 and March 31, 2010, one subsidiary
        of the Company withheld payroll deductions of $10,587 and $29,178 respectively
        to conform to local tax law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7. | Mineral Property Acquisition and Exploration Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | On May 4, 2009, Kilimanjaro completed a Property Acquisition
        Agreement (the Geo Can Agreement) with Geo Can (a related
        party, see Note 3). Under the terms of the agreement Kilimanjaro acquired
        a 100% interest in the mineral property assets, which included 33 gold
        prospecting licenses and 13 uranium licenses. Included in this agreement
        were the Kalemela projects licenses, Geita projects license,
        Uyowa Projects licenses and Kinyambwiga projects license and
        other projects licences. Geo Can had entered into property option
        agreements, regarding some of these resource properties, with Lake Victoria
        before the share exchange agreement between Lake Victoria and Kilimanjaro
        on August 7, 2009, as a consequence Geo Can no longer has any interest
        in those prior property agreements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The mineral property acquisition costs are capitalized
        and the carrying values are periodically assessed for impairment of value
        and any diminution in value. When a property reaches the development stage,
        the related costs will be capitalized and amortized, using the units of
        production method on the basis of periodic estimates of ore reserves.
        Costs to maintain the mineral rights and leases are expensed as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | All of the Companys mineral property interests
        are located in Tanzania. Geo Can holds resource properties in trust for
        the Company. Most of the resource property interests are still formally
        registered to Geo Can to save on registration fees. When the annual filing
        for each property comes due then the formal registration of each property
        will be transferred to Kilimanjaro or as directed by Kilimanjaro.                                                                                                                                                                                                                                                                                                                                                                                                                                              

F-9

---

Lake Victoria Mining Company, Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  December 31, 2010 
  (Expressed in US dollars) 
  (Unaudited)

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

| |                            |  | Kalemela Gold Project |  |  | Geita Project |  |  | Kinyambwiga Project |  |  | Singida Project |  |  | Other Projects |  |  | Total      | 
| | -------------------------- |  | --------------------- |  |  | ------------- |  |  | ------------------- |  |  | --------------- |  |  | -------------- |  |  | ---------- | 
| |                            |  | $                     |  |  | $             |  |  | $                   |  |  | $               |  |  | $              |  |  | $          | 
| |                            |  | (a)                   |  |  | (b)           |  |  | (c)                 |  |  | (d)             |  |  |                |  |  |            | 
| | Balance, March 31, 2010    |  | 3,643,125             |  |  | 2,752,608     |  |  | 1,922,608           |  |  | 965,630         |  |  | 1,116,940      |  |  | 10,400,911 | 
| |                            |  |                       |  |  |               |  |  |                     |  |  |                 |  |  |                |  |  |            | 
| | Cash payments              |  |                      |  |  |              |  |  |                    |  |  | 468,491         |  |  |               |  |  | 468,491    | 
| |                            |  |                       |  |  |               |  |  |                     |  |  |                 |  |  |                |  |  |            | 
| | Balance, December 31, 2010 |  | 3,643,125             |  |  | 2,752,608     |  |  | 1,922,608           |  |  | 1,434,121       |  |  | 1,116,940      |  |  | 10,869,402 | 

The following is a continuity of our
  mineral property exploration costs accumulated from inception:

|                                |  | Kalemela |  |  | Geita   |  |  | Kinyambwiga |  |  | Singida   |  |  | Uyowa |  |  | North Mara |  |  | Suguti |  |  | Kiserya |  |  | Mbinga |  |  | Other Project |  |  | Total     | 
|------------------------------- |  | -------- |  |  | ------- |  |  | ----------- |  |  | --------- |  |  | ----- |  |  | ---------- |  |  | ------ |  |  | ------- |  |  | ------ |  |  | ------------- |  |  | --------- | 
|                                |  | $        |  |  | $       |  |  | $           |  |  | $         |  |  | $     |  |  | $          |  |  | $      |  |  | $       |  |  | $      |  |  | $             |  |  | $         | 
|                                |  | (a)      |  |  | (b)     |  |  | (c)         |  |  | (d)       |  |  | (e)   |  |  | (f)        |  |  | (g)    |  |  | (h)     |  |  | (i)    |  |  |               |  |  |           | 
|Balance, March 31, 2010         |  | 633,895  |  |  | 408,972 |  |  | 209,224     |  |  | 565,269   |  |  | 618   |  |  | -          |  |  | -      |  |  | -       |  |  | -      |  |  |               |  |  | 1,817,977 | 
|                                |  |          |  |  |         |  |  |             |  |  |           |  |  |       |  |  |            |  |  |        |  |  |         |  |  |        |  |  |               |  |  |           | 
|Exploration expenditures:       |  |          |  |  |         |  |  |             |  |  |           |  |  |       |  |  |            |  |  |        |  |  |         |  |  |        |  |  |               |  |  |           | 
|Camp, Field Supplies and Travel |  | -        |  |  | -       |  |  | 13,156      |  |  | 59,880    |  |  | 494   |  |  | 1,900      |  |  | 3,302  |  |  | 1,650   |  |  | 2,321  |  |  | 78            |  |  | 82,781    | 
|Drilling Cost                   |  | -        |  |  | -       |  |  | 136,381     |  |  | 386,155   |  |  | -     |  |  | -          |  |  | -      |  |  | -       |  |  | -      |  |  | -             |  |  | 522,536   | 
|Geological consulting and Wages |  | -        |  |  | 506     |  |  | 70,352      |  |  | 177,045   |  |  | 1,011 |  |  | 8,267      |  |  | 3,663  |  |  | 4,482   |  |  | 6,218  |  |  | 1,517         |  |  | 273,062   | 
|Geophysical and Geochemical     |  | -        |  |  | -       |  |  | 17,798      |  |  | 61,600    |  |  | -     |  |  | 975        |  |  | -      |  |  | -       |  |  | -      |  |  | 133           |  |  | 80,506    | 
|Parts and equipment             |  | -        |  |  | -       |  |  | 1,896       |  |  | 4,910     |  |  | -     |  |  | 94         |  |  | 80     |  |  | 556     |  |  | 161    |  |  | -             |  |  | 7,697     | 
|Vehicle and Fuel expenses       |  | -        |  |  | -       |  |  | 15,214      |  |  | 40,726    |  |  | 1,067 |  |  | 4,436      |  |  | 4,997  |  |  | 3,172   |  |  | 4,780  |  |  | 524           |  |  | 74,916    | 
|                                |  | -        |  |  | 506     |  |  | 254,798     |  |  | 730,315   |  |  | 2,572 |  |  | 15,672     |  |  | 12,042 |  |  | 9,860   |  |  | 13,480 |  |  | 2,252         |  |  | 1,041,498 | 
|Balance, December 31, 2010      |  | 633,895  |  |  | 409,478 |  |  | 464,022     |  |  | 1,295,584 |  |  | 3,190 |  |  | 15,672     |  |  | 12,042 |  |  | 9,860   |  |  | 13,480 |  |  | 2,252         |  |  | 2,859,475 | 

| | a) | Kalemela Gold Project: Prospecting Licence (PL)
        PL2747/2004 PL2910/2004 & PL 3006/2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | As a part of the Geo Can Agreement, Kilimanjaro owns
        100% interest in the Kalemela Gold Projects three prospecting licenses
        PL2747/2004, PL3006/2005 and PL2910/2004. The Kalemela Gold Project is
        located within the Southeastern Lake Victoria Goldfields in Northern Tanzania
        in Magu District, Mwanza Region.                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | 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, follow up soil sampling
        will be conducted to confirm previous sampling results, followed by a
        targeted electrically induced polarization (I.P.) geophysical survey and
        a possible initial drill program.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | b) | Geita Project: PL2806/2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | As a part of the Geo Can Agreement, the Company owns
        100% interest in the Geita projects one prospecting license as at
        December 31, 2010. The Geita Gold Project is located in Northern Tanzania
        within the Lake Victoria Goldfields in the Geita District, Mwanza Region.
        The original prospecting license PL2806 has been divided and the project
        is now comprised of two licenses that cover a total area of 42.44 square
        kilometers: PL2806/2004 covering 21.59 square kilometers and PL5958/2009
        covering 20.85 square kilometers.            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | c) | Kinyambwiga Project: PL4653/2007, 24 Primary Mining
        Licenses (PML)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | As a part of the Geo Can Agreement, the Company owns
        100% interest of Kinyambwiga projects one prospecting license. The
        Kinyambwiga Gold Project is about 208 kilometers northeast of the city
        of Mwanza in northern Tanzania.                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | A director of the Company entered into Mineral Purchase
        agreements on behalf of the Company with 24 Primary Mining Licenses (PMLs)
        which are part of the Kinyambwiga Project and which are recorded in his
        name and are to be transferred over to the Company at a future date.                                                                                                                                                                                                                                                                                                     

F-10

---

Lake Victoria Mining Company, Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  December 31, 2010 
  (Expressed in US dollars) 
  (Unaudited)

|7. | Mineral Property Acquisition and Exploration
        Costs (continued)
|-- | ----------------------------------------------------------------------
|   |                                                                       
|   | d)                                                                    
|   |                                                                       
|   |                                                                       
|   |                                                                       
|   |                                                                       
|   |                                                                       
|   |                                                                       
|   |                                                                       
|   |                                                                       
|   |                                                                       
|   |                                                                       
|   |                                                                       
|   | e)                                                                    
|   |                                                                       
|   |                                                                       
|   |                                                                       
|   | f)                                                                    
|   |                                                                       
|   |                                                                       
|   |                                                                       
|   |                                                                       
|   |                                                                       
|   | g)                                                                    
|   |                                                                       
|   |                                                                       
|   |                                                                       
|   | h)                                                                    
|   |                                                                       
|   |                                                                       
|   |                                                                       
|   | i)                                                                    
|   |                                                                       
|   |                                                                       
|   |                                                                       
|   |                                                                       

F-11

---

Lake Victoria Mining Company, Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  December 31, 2010 
  (Expressed in US dollars) 
  (Unaudited)

|8. | Capital Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Preferred Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company is authorized to issue 100,000,000
        shares of preferred stock with a par value of $0.00001. As of December
        31, 2010, the Company has not issued any preferred stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On December 7, 2010, the Companys shareholders
        approved a resolution to amend the articles of incorporation to increase
        the number of authorized shares of our common stock from 100,000,000 shares
        to 250,000,000 shares. All shares have equal voting rights, are non-assessable
        and have one vote per share. 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.                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9. | Stock Options and Warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On October 7, 2010, the Company adopted the
        2010 Stock Option Plan under which the Company is authorized to grant
        stock options to acquire up to a total of 10,000,000 shares of common
        stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On October 21, 2010, the Company passed a
        resolution to grant 3,580,000 stock options to six directors and officers,
        and 500,000 stock options to a senior geological consultant at an exercise
        price of $0.45 per share which will expire on October 21, 2013. All stock
        options are non-qualified and vested immediately. 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
        0.52%; expected life of three years; and volatility of 170%. The fair
        value of $1,564,711 was recorded as stock-based compensation.                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On October 7, 2010, the Company entered into
        a consulting agreement with Misac Noubar Nabighian to provide geophysical
        data processing, geophysical data interpretation services. The Company
        granted 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. 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 0.54%; expected
        life of three years; and volatility of 169%. The fair value of $29,278
        was recorded as stock-based compensation.

F-12

---

Lake Victoria Mining Company, Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  December 31, 2010 
  (Expressed in US dollars) 
  (Unaudited)

|9. | Stock Options and Warrants (continued)                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                              
|   | The fair value of stock options granted during the nine
        months ended December 31, 2010, and 2009 was $0.38, and $Nil per share,
        respectively.
|   |                                                                                                                                                              
|   | The weighted average assumptions used are as follows:                                                                                                        

| |                                 |  | Nine Months Ended | 
| | ------------------------------- |  | ----------------- | 
| |                                 |  | December 31,      | 
| |                                 |  | 2010              | 
| |                                 |  |                   | 
| | Expected dividend yield         |  | 0%                | 
| | Risk-free interest rate         |  | 0.52%             | 
| | Expected volatility             |  | 170%              | 
| | Expected option life (in years) |  | 3.00              | 

The total intrinsic value of stock options
  exercised during the nine months ended December 31, 2010, and 2009 was $nil.

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    |  |  | Term (years) |  |  | Value     | 
| |                                      |  |            |   |  | $        |  |  |              |  |  | $         | 
| |                                      |  |            |   |  |          |  |  |              |  |  |           | 
| | Outstanding, March 31, 2010          |  | 4,312,500  |   |  | 1.01     |  |  |              |  |  |           | 
| |                                      |  |            |   |  |          |  |  |              |  |  |           | 
| | Granted                              |  | 4,200,000  |   |  | 0.45     |  |  |              |  |  |           | 
| | Expired                              |  | (4,312,500 | ) |  | 1.01     |  |  |              |  |  |           | 
| |                                      |  |            |   |  |          |  |  |              |  |  |           | 
| | Outstanding, December
      31, 2010 |  | 4,200,000  |   |  | 0.45     |  |  | 2.77         |  |  | 7,200     | 
| | Exercisable, December 31, 2010       |  | 4,200,000  |   |  | 0.45     |  |  | 2.77         |  |  | 7,200     | 

At March 31, 2010 and December 31, 2010,
  the Company did not have any unvested options. The Company had the following
  warrants outstanding as of December 31, 2010:

Exercise Price
      Shares issuableExpiration Date
      $
      Upon ExerciseSeptember 8, 2012
      0.60
      1,350,501January 28, 2013
      1.25
      10,473,000August 13, 2013
      0.40
      4,790,700August 13, 2013
      0.60
      4,790,70021,404,901


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

F-13

---

Lake Victoria Mining Company, Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  December 31, 2010 
  (Expressed in US dollars) 
  (Unaudited)

|10. | Commitments and Contingencies (continued)
|--- | -----------------------------------------
|    |                                          
|    | c)                                       
|    |                                          
|    | d)                                       
|    |                                          
|    | e)                                       
|    |                                          
|    | f)                                       
|    |                                          
|    |                                          
|    |                                          
|    |                                          
|    |                                          
|    |                                          
|    |                                          
|    |                                          

F-14

---

Lake Victoria Mining Company, Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  December 31, 2010 
  (Expressed in US dollars) 
  (Unaudited)

|11. | Subsequent Events
|--- | -----------------
|    |                  
|    | a)               

F-15

---

4

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

Forward Looking Statements

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

- risks and uncertainties relating to the interpretation of sampling
  results, the geology, grade and continuity of mineral deposits;
- risks and uncertainties that results of initial sampling and mapping will
  not be consistent with our expectations;
- mining and development risks, including risks related to accidents,
  equipment breakdowns, labor disputes or other unanticipated difficulties with
  or interruptions in production;
- the potential for delays in exploration activities;
- risks related to the inherent uncertainty of cost estimates and the
  potential for unexpected costs and expenses;
- risks related to commodity price fluctuations;
- the uncertainty of profitability based upon our limited history;
- risks related to failure to obtain adequate financing on a timely basis
  and on acceptable terms for our planned exploration project;
- risks related to environmental regulation and liability;
- risks that the amounts reserved or allocated for environmental compliance,
  reclamation, post-closure control measures, monitoring and on-going
  maintenance may not be sufficient to cover such costs;
- risks related to tax assessments;
- political and regulatory risks associated with mining development and
  exploration; and
- other risks and uncertainties related to our mineral property and business
  strategy.

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

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

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.

---

5

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, , unless otherwise indicated.

Recent Corporate Developments

Since the commencement of our third quarter ended December 31,
2010, we experienced the following significant corporate developments:

| | 1. | Effective October 7, 2010, we entered into a consulting
      agreement with Misac Noubar Nabighian (the Consultant) to provide
      geophysical data processing, geophysical data interpretation services (the
      Services) to the Company in connection with certain of our mining
      properties in consideration of which we agreed to: (i) grant 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; (ii) pay the Consultant 0.5% of the net proceeds
      (as further defined in the agreement) from the sale of any mining
      properties for which the services of the Consultant have been engaged,
      including any joint venture properties or producing properties, that the
      Company has a beneficial interest in and in (as further set out in the
      Agreement); (iii) grant 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;
      (iv) pay all of the Consultants travel expenses and other expenditures
      incurred in providing the Services. The agreement is for a term of 36
      months and may be renewed at the option of the Company upon 30 days
      written notice.                                                                                                         
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 2. | Effective October 7, 2010, we appointed David Kalenuik
        as the Companys President and Chief Executive Officer and a director
        of the Company and Ming Zhu as the Chief Financial Officer of the Company.
        Mr. Kalenuik and Mr. Zhu were appointed to fill the vacancies following
        Roger Newells resignation as our President, Chief Executive Officer
        and Chief Financial Officer of the Company. Mr. Newell has been appointed
        as Chairman of the Board and continues to serve on the Companys
        board. Mr. Newells resignation as President, Chief Executive Officer
        and Chief Financial Officer was not a result of any disagreement with
        the Companys operations, policies or practices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 3. | On October 7, 2010, the Board of Directors of the Company
      adopted the 2010 Stock Option Plan (the "2010 Plan"). The purpose of the
      2010 Plan is to retain the services of directors, officers, valued key
      employees and consultants of the Company and such other persons as the
      plan administrator selects, and to encourage such persons to acquire a
      greater proprietary interest in our company, thereby strengthening their
      incentive to achieve the objectives of the Companys stockholders, and to
      serve as an aid and inducement in the hiring of new employees. The 2010
      Plan provides for the granting of incentive stock options or non-
      qualified stock options (the "Benefits"). A maximum of 10,000,000 shares
      of common stock are reserved and available for issuance under the 2010
      Plan, subject to adjustment in the event of a stock split, stock dividend,
      recapitalization or similar capital change. The 2010 Plan will be
      administered by the committee (the "Committee") appointed by the Board,
      which determines the term and provisions of the Benefits. The 2010 Plan
      contains provisions for equitable adjustment of the Benefits in the event
      of a merger, consolidation, reorganization, recapitalization, stock
      dividend, stock split, reverse stock split, split up, spinoff, combination
      of shares, exchange of shares, dividends in kind or other like change in
      capital structure or distribution (other than normal cash dividends) to
      stockholders of the Company. The Committee may amend, suspend or terminate
      the 2010 Plan at any time.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 4. | On October 16, 2010 we entered into a debt settlement
      with a consultant pursuant to which we settled an outstanding debt of
      $54,275 by issuing 217,100 shares of the Company. The debt related to
      amounts owed for certain geological services provided by the consultant to
      the Company in connection with the Companys mineral project in Tanzania.
      The shares were issued to the consultant pursuant to Rule 506 of
      Regulation D the Securities Act of 1933.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 5. | On October 21, 2010 we granted an aggregate of 4,080,000
      options at an exercise price of $0.45 for a term of three years to our
      directors, officers and certain consultants. The options vest
      immediately.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

6

| | 6. | By November, 2010 we received all assay results from our
      drilling program completed at the Sambaru 1 - 5 prospect areas within the
      Singida-Londoni gold project, Tanzania. Also in November, 2010 the Company
      commenced and completed a phase two reverse circulation drilling program
      at the Musoma Bunda gold projects Kinyambwiga license (PL4653/2007)
      located near the eastern side of Lake Victoria in northeastern Tanzania
      approximately 750 kilometers by road from the Companys Singida-Londoni
      gold project. The 2,427 meter drill program tested three targets at the
      Kunanga Prospect area which is situated in the northeastern part of the
      30.89 square kilometer Kinyambwiga License. Further updates will be
      provided as drilling progresses on the three Kunanga prospects within the
      large Kinyambwiga license. In the meantime, a ground magnetometer
      geophysical survey has also been completed at the Companys nearby 72.95
      square kilometer Suguti (PL3966/2006) and 51.9 square kilometer Murangi
      (PL 4511/2007) licenses which are located about 15 kilometers and 8
      kilometers north and northwest of Kinyambwiga respectively. The Company is
      in the process of completing technical reports for four of its gold
      projects: Geita, Singida, Musoma Bunda and Kalemela. We expect that these
      reports will be completed within the next fiscal quarter.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 7. | Effective November 11, 2010 we amended our prior
      consulting agreement with Clive King dated May 11, 2010 with his
      consulting services commencing on May 1, 2010. Under the agreement Mr.
      King provides certain geological exploration consulting services to the
      Company including the preparation of exploration strategies and their
      budgets. The planning, organizing, training and implementation of all
      geological exploration programs and technical reporting for all of our
      prospective mineral resource properties. Pursuant to the terms of the
      amendment agreement Mr. King agreed to extend the term of the agreement
      for an additional three years in consideration of which we agreed to pay
      Mr. King a fee of $17,500 per month during the first year of extension and
      then $20,000 per month for each year thereafter. On November 09, 2010, we
      issued 100,000 shares of common stock with a fair value of $41,000. On
      November 21, 2010 we also granted Mr. King 500,000 options to purchase
      shares of our common stock at an exercise price per share of $0.45 and
      agreed to grant 300,000 options each November 1 during the term of the
      agreement.                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 8. | On December 7, 2010, our majority shareholders approved
      our 2010 stock option plan and an amendment to our existing articles of
      incorporation to increase our authorized capital from 100,000,000 to
      250,000,000 shares of common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 9. | On May 15, 2009, a subsidiary of the Company, Kilimanjaro
      Mining Company Inc., entered into a Mineral Financing Agreement with a
      director of the Company authorizing him, on behalf of the Company, to
      acquire Primary Mining Licenses (PMLs) in the Singida area of Tanzania.
      The agreement was entered into as a result of certain requirements under
      the Tanzania Mining Act as it relates to the ability to hold title to
      Primary Mining Licenses. The Mining Act allows only a Tanzanian national
      or a Tanzanian corporation that is 100% owned by Tanzanian nationals to
      hold title to PMLs. As a result, the Company entered into the Mineral
      Financing Agreement along with a Statutory Declaration and Declaration of
      Trust with one of its directors (a Tanzanian National) to facilitate the
      optioning, exploration and purchase of the PMLs at the Singida gold
      project. Upon application, approval and the issuing of a Special Mining
      License that is comprised of two or more of the PMLs in the Singida
      project area, the Company will become the registered owner on
  title.                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | In September, 2009, the Company provided notification to
      all the PML owners involved in Singida Mineral Properties and Sale
      Agreements that the Company would extend their due diligence period for an
      additional 120 days as per 2.1.1 of the agreement upon paying again the
      same amount as the Initial Payment. In addition, the director completed an
      Addendum to the Mineral Properties and Sale Agreement that altered clause
      2.1.5. On January 19, 2010, a director on behalf of the Company signed
      second addendums to Singida Mineral Properties Sale and Purchase
      agreements. The addendums revised and extended the second payment of the
      mineral agreements. The second payment was divided into three payments
      with $470,927 due on January 27, 2010, $470,927 due on July 27, 2010 and
      $941,854 due on January 27, 2011. On July 27, 2010, the director signed
      third addendums to the Singida Mineral Properties Sale and Purchase
      agreements on behalf of the Company. The third addendums revised the
      payment terms of the second addendum. Based on the revised terms, the
      second installment of $468,527 was divided into two payments, with
      $281,065 due on July 27, 2010 and $187,462 due on October 24, 2010. The
      Company made the payment of $281,065 on July 27, 2010, and the payment of
      $187,462 was paid on October 26, 2010.                            

---

7

| |     | Although the Company has the right to relinquish one or
      all PMLs at any time, currently the balance due is approximately $815,650
      on January 24, 2011, 107,250 on February 25, 2011, $419,100 on January 23,
      2013 and $3,828,000 on February 24, 2013. On February 8, 2011, the
      director signed fourth addendums to the Singida mineral properties sales
      and purchase agreements on behalf of the Company. The fourth addendums
      revised the payment terms of the second addendum. Based on the revised
      terms, the second installment of approximately of $922,900 was divided
      into three payments, with $92,290 due on February 9, 2011, $184,580 due on
      March 10, 2011 and $646,030 due on August 9, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 10. | In December, 2010 the Company received drill results from
      a reverse circulation drilling program that was completed during the
      quarter at the three Kunanga Prospects in the northeastern part of the
      Companys 30.89 square kilometer Kinyambwiga gold project, northern
      Tanzania. The results are disclosed below under the heading 2010
      Exploration Program Results.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 11. | Utilizing its Tanzanian technical team, the Company is
        reviewing several strategic property acquisition opportunities in the
        Handeni area of Tanzania. Each of the potential property acquisitions
        would include areas of extensive small scale mining activities. The Company
        expects that its entire Tanzania exploration program is planned at different
        stages to commence on 11 of the Companys gold prospects throughout
        the first quarter of 2011. Depending on the specific gold prospect, exploration
        may include drilling, soil and rock sampling, trenching and pitting, ground
        magnetic and Induced Polarization geophysical surveys and mapping. The
        Companys exploration is aimed at advancing one or more of its projects
        to a commercially feasible resource. Four Canadian National Instrument
        43-101 Technical Reports are currently being prepared by the Companys
        consulting geologists and the Company expects all of them to be completed
        in February, 2011 specifically for the Singida, Musoma Bunda (Kinyambwiga),
        Geita and Kalemela gold projects.

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 eight prospective gold projects, consisting of 32
Prospecting Licenses (PLs) and 84 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 6,468 square kilometers (1,590,847 acres). We
carry out our business by acquiring, exploring and evaluating mineral properties
through our ongoing exploration program. Following exploration, we intend to
either seek to advance them to a commercially feasible mining stage, enter joint
ventures to further develop these properties or dispose of them if the
properties do not meet our requirements. Our properties are all early stage
exploration properties. Within our mineral exploration land in Tanzania our
focus is primarily on gold and uranium mineralized targets.

We have no revenues, we have incurred losses since inception,
we have been issued a going concern opinion 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.

2010 Exploration Program Results

During fiscal 2010, our exploration continued to be primarily
focused on the Singida gold project and on advancing the Kinyambwiga license
within the Musoma Bunda Project. In addition, reconnaissance visits were made to
several of our other gold projects and their prospecting licenses, which include
Suguti (Musoma Bunda Project), Buhemba Project, Uyowa Project, Tarime North Mara
Project, North Mara Nyabigena East Project and Kubiasi-Kiserya Project, all in
preparation for the initial exploration programs that will commence on these
projects. The following provides an update of the exploration activities that
were conducted during this reporting period on the Singida gold project and the
Kinyambwiga license (PL4653/2007 - Musoma Bunda Project).

---

8

Singida-Londoni gold project: The Singida Gold Project
is located in central Tanzania and lies about 600 kilometers south of the city
of Mwanza and approximately 90 kilometers south-southeast of the Regional
government and commercial town center of Singida. Access from the town of
Singida to the project is south over the main paved road to the village of
Ikungi, and then easterly over an all-weather gravel road for a distance of
about 70 kilometers to the village of Londoni. During the wet season, access
within the project area requires 4WD vehicles. The property covers an area of
about 6 square kilometers in QDS (Quadrangle) number 123/3 for Londoni Village.

During June 2010, a soil sampling survey was completed across
the Singida-Londoni license area in which 534 samples, including 28 quality
control blank samples, were collected and submitted to the SGS Laboratory,
Mwanza for gold and arsenic determination by Aqua Regia. Samples were collected
on 400 meter spaced north-south grid lines at intervals of 50 meters and at a
depth of 30 centimeters. Additional detailed mapping of the geology and
locations of the artisanal workings was also carried out on a scale of 1:2000.

The soil sample results, besides indicating areas of known
artisanal mining, have formed broad, gold-in-soil anomalies. These gold
anomalies occur over the areas from which previous electrically induced
polarization (IP) geophysical profiling has identified a number of underground
resistive bodies, believed to represent gold-bearing quartz veins beneath the
surface. The five gold targets, referred to as Sambaru 1 to 5 have surface
strike lengths varying between 200 to 600 meters. In addition to assaying for
gold, all of the soil samples were tested for arsenic. Arsenic in soil samples
can often be a "pathfinder" element for gold when gold itself is not measurably
present at surface. In addition to identifying the five targets, the compiled
assay results have defined a large arsenic anomaly that is located within the
central to northwestern part of the license area and encompasses the Sambaru 4
target, decreasing in intensity towards Sambaru 5 in the northwest corner of the
license. Noteworthy is that four IP profile lines, undertaken across the
recently identified arsenic anomaly, have indicated at least 8 sub-surface,
resistive bodies, thought to be gold-bearing quartz veins, across a surface
width of 350 meters.

Mapping of the location of the artisanal shafts within these
target areas suggests that mining was undertaken on a number of narrow
sub-outcropping gold veins across a surface width of up to 50 meters. However,
IP geophysical profiling suggests that these veins may extend further to the
northeast beneath the surface cover.

Detailed mapping of the regolith, topography and soils formed
an integral part of the program in order to understand the value of the soil
results.

In August, 2010 we commenced a reverse circulation drill
program, amounting to 6420 meters across 5 artisanal sites at the
Singida-Londoni gold project that was completed in late October 2010. Sampling
of the drill samples was monitored and supervised by the on site Qualified
Person* according to best practices acceptable by industry standards. A total of
3040 samples, including 448 quality control samples comprised of Blanks,
Commercial Standards and duplicates. Analytical work was carried out at the
independent SGS Laboratories in Mwanza, Tanzania. The drill samples were subject
to full sample preparation followed by a 50 gram fire assay with an AA finish.
Blanks (5%), commercial standards (5%) and duplicates (5%) were used in each
sample batch of 20 samples to monitor laboratory performance during the
analysis. By November, 2010 results had been received.

Samples that returned grades >5g/t Au were re-assayed by
gravimetric analysis in order to compare results and determine whether this
would be a more accurate measure of assaying samples that contained abundant
visible and nugget gold. Sample duplicates were used for the analysis since
insufficient pulps from the original prepared samples were available. Results of
both analyses together with the visual pan results are given in Table 2.

Table 1: Comparative study between Fire Assay and
Gravimetric analysis for samples that assay > 5g/t gold

|         |      |    |          |        | 50gm FA | Gravimetric | Intensity | (1=trace to 4 | = intense) |         
|-------- | ---- | -- | -------- | ------ | ------- | ----------- | --------- | ------------- | ---------- | --------
|HOLE_ID  | FROM | TO | INTERVAL | SANO   | AU_PPM  | AU_PPM      | PYRITE    | MAGNETITE     | ARSPY      | VG_COUNT
|SGRC0008 | 54   | 55 | 1        | A00731 | 8.16    | 9.8         | 2         | 2             | 1          |         
|SGRC0008 | 75   | 76 | 1        | A00756 | 5.39    | 5.3         |           | 1             | 2          |         
|SGRC0024 | 67   | 68 | 1        | A01245 | 10.60   | 12.1        |           |               | 4          | 34      
|SGRC0024 | 68   | 69 | 1        | A01247 | 6.84    | 6.2         |           |               | 4          | 4       
|SGRC0024 | 69   | 70 | 1        | A01248 | 37.30   | 33.7        |           |               | 4          | 56      

---

9

|SGRC0025              | 42 | 43 | 1 | A01288        | 10.20 | 9.8   |     |  | 1 | 32 
|--------------------- | -- | -- | - | ------------- | ----- | ----- | --- |  | - | ---
|SGRC0039              | 52 | 53 | 1 | A01702        | 11.5  | 10.2  |     |  | 2 |    
|SGRC0039              | 53 | 54 | 1 | A01703        | 22.1  | 19    | 1   |  | 4 | 12 
|SGRC0041              | 71 | 72 | 1 | A01786        | 18.1  | 17.1  |     |  | 2 | 50 
|SGRC0060              | 34 | 35 | 1 | A02560        | 16    | 14.4  |     |  |   | 9  
|SGRC0060              | 35 | 36 | 1 | A02561        | 26.2  | 8.9   |     |  |   | 25 
|SGRC0060              | 36 | 37 | 1 | A02562        | 7.2   | 30.8  |     |  |   | 100
|SGRC0061              | 26 | 27 | 1 | A02615        | 5.84  | 6.6   |     |  |   | 8  
|SGRC0061              | 35 | 36 | 1 | A02625        | 13.9  | 12.4  |     |  | 2 | 3  
|SGRC0061              | 43 | 44 | 1 | A02635        | 7.5   | 6.1   |     |  |   | 4  
|SGRC0068              | 7  | 8  | 1 | A02996        | 5.34  | 4.2   |     |  |   |    
|SGRC0069              | 57 | 58 | 1 | A03047        | 5.28  | 6.8   |     |  |   | 51 
|SGRC0071              | 73 | 74 | 1 | A03164        | 16.4  | 14.4  |     |  | 2 | 50 
|SGRC0071              | 74 | 75 | 1 | A03165        | 5.25  | 6.8   |     |  | 2 | 12 
|SGRC0076              | 56 | 57 | 1 | A03375        | 7.43  | 6.5   | 0.5 |  | 2 |    
|SGRC0078              | 27 | 28 | 1 | A03433        | 5     | 3.9   |     |  |   | 23 
|SGRC0078              | 28 | 29 | 1 | A03434        | 5.62  | 6.2   |     |  |   | 80 
|SGRC0078              | 33 | 34 | 1 | A03440        | 5.59  | 6.8   |     |  |   | 18 
|SGRC0079              | 70 | 71 | 1 | A03523        | 8.07  | 10.7  |     |  |   |    
|                      |    |    |   | Mean          | 11.28 | 11.20 |     |  |   |    
|                      |    |    |   | Correlation 1 | 0.68  |       |     |  |   |    
|(removal of outliers) |    |    |   | Correlation2  | 0.98  |       |     |  |   |    

Results indicate that, other than the 2 samples shown
highlighted in Table 2 that were completely out of line, the two data sets are
very similar. This discrepancy may have been result of mistakenly switching the
sample numbers around before the samples were re-submitted.

In comparing these two assay sets, once the two outlier values
had been removed, it appears that the gravimetric results for the lower end
values of between 5 g/t to 10 g/t gold tend to be slightly higher (5.6%) than
the corresponding results from the Fire assay values. However, in the higher
values >.10g/t gold the reverse seems to the case with gravimetric results
being 8% lower on average.

Although the data set is small, both sets of data average out
  and correlate well. (correlation co-efficient of 0.98) .

Figure 1. Distribution of all assay values (excluding QA-QC)
samples at the Singida-Londoni gold project.

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10

* This data set includes all 1 meter and 4 meter composite samples.

Composite sampling across barren intercepts, devoid of sulphide
or gold mineralisation, was done to save costs on assaying as well as to reduce
the number of samples having to be transported to the Laboratory. Any 4-meter
composite sample that returned a gold grade of >1 ppm gold was re-sampled on
1-meter intervals. The 1-meter sample rejects stored at the camp were retrieved
and the sample split using the Gilson splitter to a 1kilogram sample. This
sample was then submitted to the Lab for analysis. The results replaced the
4-meter composite sample in the database.

Drilling targeted the areas beneath 5 artisanal mining sites.
Mineralisation is confined to narrow and discrete, vertical to sub-vertical
shear zones with little wall rock alteration, other than magnetite being noted
from the pan. Magnetite is often present in the wall rocks decreasing in
abundance within zones of arsenopyrite mineralisation. The distribution of assay
values is shown in Figure 1. The majority (94%) of all assay results returned
values of <0.5ppm gold. Only results >0.5ppm have been reported in the
Assay summary table (Table 1).

Sample Collection: Samples were collected every meter.
Each sample was homogenised as well as reduced in size by passing the sample
through a 3-way splitter. The smaller fraction was further split using a Gilson
splitter to a 1.250 -kilogram size sample. The reject was sealed and packed into
rice sacks for storage at the field camp. Contamination at both splitters was
reduced by brushing or blowing compressed air after each sample run. Composite
samples were prepared based on the results of the panned sample at site. Where
no visible arsenopyrite or gold was noted in the pan, a 4-meter sample interval
was composited by equal weight. A 250-gram representative sample was collected
and weighed from each 1-meter sample by using a plastic scoop. This procedure
was done for each 1-meter consecutive sample across a 4-meter interval in order
to obtain a 1-kilogram representative sample, which was then submitted for
analysis. Where visible sulphides, gold or zones of intense oxidation and
increased silicification are present, the sample interval remained at 1 meter.

Each hole drilled was sampled from the collar to the end of the
hole. However, where the upper 2 meters consisted of rock waste from the
artisanal mining, no sample was collected for analysis.

---

11

Table 2: Summary of intersections at five Sambaru Prospects,
Singida-Londoni gold project

|Hole No.                          | Section | *North  | *East   | Azimuth | **Declin.** | **From** | To  | Interval | Grade 
|--------------------------------- | ------- | ------- | ------- | ------- | ----------- | -------- | --- | -------- | ------
|                                  |         | Co-ord  | Co-ord  | (deg)   | (deg)       | (m)      | (m) | (m)      | Au g/t
|Sambaru 1                         |         |         |         |         |             |          |     |          |       
|SGRC0075                          | 500W    | 728892  | 9411318 | 40      | -50         | 47       | 48  | 1        | 1.23  
|SGRC0076                          | 420W    | 728944  | 9411250 | 40      | -50         | 34       | 35  | 1        | 1.21  
|                                  |         |         |         |         | and         | 56       | 57  | 1        | 7.43  
|Sambaru 2                         |         |         |         |         |             |          |     |          |       
|SGRC0060                          | 2020W   | 727477  | 9411978 | 40      | -50         | 34       | 42  | 8        | 6.81  
|(including 2 meter @ 21.1g/t Au) 
|SGRC0061                          | 2020W   | 727457  | 9411940 | 40      | -50         | 26       | 37  | 11       | 3.60  
|(including 1 meter @ 13.90g/t Au)
|                                  |         |         |         |         | and         | 42       | 52  | 10       | 1.30  
|SGRC0062                          | 2020W   | 727429  | 9411906 | 40      | -50         | 83       | 93  | 10       | 1.41  
|                                  |         |         |         |         | and         | 100      | 102 | 2        | 1.15  
|SGRC0067                          | 2180W   | 727335  | 9412036 | 40      | -55         | 46       | 50  | 4        | 1.86  
|SGRC0068                          | 2180W   | 727311  | 9412010 | 40      | -55         | 7        | 10  | 3        | 2.96  
|                                  |         |         |         |         | and         | 14       | 15  | 1        | 2.55  
|SGRC0069                          | 2180W   | 727325  | 9412022 | 40      | -65         | 8        | 9   | 1        | 2.27  
|                                  |         |         |         |         | and         | 57       | 61  | 4        | 2.97  
|SGRC0071                          | 1940W   | 727500  | 9411867 | 40      | -55         | 73       | 81  | 8        | 3.09  
|(including 1 meter @ 16.40g/t Au)
|                                  |         |         |         |         | and         | 102      | 105 | 3        | 1.10  
|SGRC0072                          | 2180W   | 727591  | 9411860 | 40      | -50         | 25       | 27  | 2        | 1.31  
|                                  |         |         |         |         | and         | 48       | 49  | 1        | 2.65  
|Sambaru 3                         |         |         |         |         |             |          |     |          |       
|SGRC0004                          | 2580W   | 9412284 | 727015  | 40      | -55         | 2        | 7   | 5        | 4.14  
|SGRC0008                          | 2500W   | 9412254 | 727088  | 40      | -60         | 31       | 38  | 7        | 1.78  
|                                  |         |         |         |         | and         | 44       | 65  | 21       | 1.15  
|                                  |         |         |         |         | and         | 75       | 78  | 3        | 2.17  
|(including 1 meter @ 5.39g/t Au) 
|                                  |         |         |         |         | and         | 82       | 87  | 5        | 1.56  
|SGRC0014                          | 2660W   | 9412336 | 726950  | 40      | -55         | 58       | 59  | 1        | 23.6  
|SGRC0078                          | 2540W   | 727082  | 9412312 | 220     | -50         | 11       | 13  | 2        | 1.00  
|                                  |         |         |         |         | and         | 23       | 37  | 14       | 2.71  
|                                  |         |         |         |         | and         | 53       | 54  | 2        | 2.03  
|SGRC0079                          | 2460W   | 727189  | 9412302 | 220     | -50         | 64       | 66  | 2        | 1.11  
|                                  |         |         |         |         | and         | 70       | 72  | 2        | 5.23  
|                                  |         |         |         |         | and         | 80       | 81  | 1        | 1.80  
|Sambaru 4                         |         |         |         |         |             |          |     |          |       
|SGRC0019                          | 3520W   | 9412796 | 726195  | 40      | -55         | 11       | 13  | 2        | 0.88  
|SGRC0023                          | 3760W   | 9413004 | 726056  | 40      | -55         | 53       | 63  | 10       | 1.14  
|                                  |         |         |         |         | and         | 69       | 70  | 1        | 7.19  
|SGRC0041                          | 3760W   | 9413070 | 726115  | 220     | -50         | 24       | 26  | 2        | 0.9   
|SGRC0041                          |         |         |         |         | and         | 71       | 83  | 12       | 2.81  
|(including 1 meter @ 18.10g/t Au)
|SGRC0024                          | 3840W   | 9413066 | 726003  | 40      | -55         | 67       | 71  | 4        | 13.91 
|(including 1 meter @ 37.30g/t Au)

---

12

|Hole No.                          | Section | *North  | *East  | Azimuth | Declin. | From | To  | Interval | Grade 
|--------------------------------- | ------- | ------- | ------ | ------- | ------- | ---- | --- | -------- | ------
|                                  |         | Co-ord  | Co-ord | (deg)   | (deg)   | (m)  | (m) | (m)      | Au g/t
|SGRC0043                          | 3840W   | 9413150 | 726066 | 220     | -50     | 73   | 74  | 1        | 6.33  
|SGRC0025                          | 3920W   | 9413146 | 725978 | 40      | -55     | 41   | 45  | 4        | 3.85  
|(including 1 meter @ 10.20g/t Au)
|SGRC0045                          | 3020W   | 9412490 | 726620 | 220     | -55     | 86   | 88  | 2        | 3.22  
|SGRC0046                          | 3140W   | 9412524 | 726485 | 40      | -50     | 32   | 36  | 4        | 2.01  
|Sambaru 5                         |         |         |        |         |         |      |     |          |       
|SGRC0039                          | 4640W   | 9413876 | 725625 | 40      | -55     | 52   | 54  | 2        | 16.8  
|(including 1 meter @ 22.10g/t Au)
|* Datum Arc 1960                 

Notes:*34.286 grams of gold/metric tonne = 1
Troy ounce of gold/short ton; * g/t = grams/metric ton; Au is the chemical
symbol for gold. * The mineralized interval represents the drill hole
intercept and is not the true horizontal width of the mineralized structure.
* Qualified Person: CHM King, registered with the South African Council of
Natural Scientific Professions (Pr.Sci.Nat Reg. No. 400065/09) has over 30 years
experience in base and precious metal exploration.

Sambaru 1Results from Sambaru 1, located on the
Singida Plains in the southeastern corner of the License, indicate that the main
gold mineralization occurs as a single narrow quartz vein which has been
targeted by the small scale miners. The best grade (7.43g/t gold over 1 meter)
is associated with disseminated arsenopyrite within a massive porphyritic
diorite which is intersected in the central part of the small scale mine
workings. Although the vein appears to pinch out towards the east, drilling
along the western fence indicates that it may continue out under the soil cover
of the Singida Plain.

Sambaru 2Results indicate that the main zone of
gold mineralization occurs along Section 2020W, in the central part of the
Sambaru 2 prospect. The gold mineralization is present within three vertical
lenses in which significant amounts of arsenopyrite together with visible gold
was reported from on site panning. Intercepts of 10 to 11 meters have returned
gold grades of 3.60 g/t and 1.30 g/t gold across the two main lenses, whereas
the third lens, located some 30 meters to the northeast intersected 6.81g/t gold
over 8 meters. This lens, possibly representing a shallow sub-vertical
mineralized zone, was not encountered in the borehole drilled 40 meters beneath
the intercept.

The two main lenses have been intersected 80 meters to the
southeast on Section 1940W at a depth of 60-80 meters below the surface. Grades
of 3.09 g/t and 1.1g/t gold over 8 meters and 3 meters respectively are
reported. The spatial position of these intercepts relative to the intersections
encountered on Section 2020W suggests that the lenses plunge to the
southwest.

Northwest of Section 2020W, the two main gold lenses appear to
pinch out and only re-appear again 160 meters further to the northwest on
Section 2180W where they narrow to 4 meter wide intercepts having gold grades of
2.97 g/t and 1.86 g/t.

Overall, the mineral lenses occur across a strike length of
some 250 meters and although they appear to narrow, they are open to the
northwest. However, drilling on 80 meter spaced sections to the southeast failed
to encounter any significant mineralization beneath the 300 meter strike length
of the 2 zones of small scale workings. This area was reported to consist of a
number of discrete and oxidized shear zones and although mineralization was
expected, the assay results reflect low gold values.

Sambaru 3At Sambaru 3, at least four
mineralized zones have been intercepted on one drill fence. These four zones
have been partly traced to the corresponding drill fences over a strike length
of about 160 meters. The two infill boreholes, drilled on either side of Section
2500W at the Sambaru 3 prospect area, returned corresponding gold grades to the
observed panned samples. The borehole, collared 40 meters to the west of Section
2500W and drilled at an

---

13

inclination of -50o to the southeast, intersected
2.71 g/t gold over 14 meters in the upper part of the hole. The 2nd
borehole, collared east of Section 2500W, aimed at testing the interpolated
south-westerly plunge of the mineral lens returned a number of 2 meter wide
intercepts at a down-hole depth of 60 to 80 meters suggesting the possibility of
a south-westerly plunging mineral shoot. Further drilling is required to explore
the down-dip extension of this mineral zone.

Sambaru 4At Sambaru 4, drill results from
immediately west of the active artisanal mine area indicate that the main 2 to 4
meter wide artisanal mining zone averaging 2.41g/t Au has now been traced for
some 120 meters along strike. This main zone appears to also be present along
strike to the northwest at a distance of about 620 meters within the central
part of Sambaru 4. Drilling has also traced two additional mineralized zones
along a strike distance of about 160 meters. The best intersection of 37.30g/t
Au over 1 meter was within in a 4 meter wide, massive arsenopyrite gold-bearing
sulphide zone that averaged 13.91 g/t Au within the central Sambaru 4 target
area.

A drill fence of 4 Reverse Circulation boreholes, totaling 398
meters were drilled along Section 3520W to investigate the IP resistivity
anomalies as reflected from the Schlumberger VES profile.

These resistive bodies appear to be related to lithological
differences encountered in the boreholes in which zones of silicified basalt and
increase magnetite alteration mainly within the diorite unit appear to have
acted as the resistive units within the meta-volcanic rock package.

Sambaru 5At Sambaru 5, in the northwestern part of
the license area, one borehole averaged 16.80 g/t Au over 2 meters within a
narrow zone of arsenopyrite. The mineralized intercepts in Sambaru 3, 4 and 5
occur less than 70 meters below the surface.

This successfully concludes the first phase of drilling on the
Singida-Londoni gold project. Mineralized intercepts were encountered at all 5
targets.

Based on the results from drilling, magnetite was found to be a
prominent mineral present in the wall rocks to zones of increased arsenopyrite
and gold mineralisation. Earlier, a detailed ground magnetometer survey, across
the license area, clearly delineated narrow zones of limited strike length of
intense magnetisation parallel to the regional northwest to south-east trending
shear fabric of the Singida shear corridor. The main artisanal workings lie
contiguous to the south-western magnetic trend. Detailed soil sampling on 50
meter spaced north-south traverses, at a sample interval of 25 meters was
undertaken across 17 magnetic targets in the shear corridor. A total of 588
samples, including 39 Blanks, were submitted for gold and arsenic analysis by
Aqua Regia to SGS Laboratory Mwanza.

Results indicate that all of the grids, other that the grid
across the Sambaru 4 area, returned low values.

Drilling has demonstrated that continuity of these mineralised
and structural zones between sections as well as between surface and borehole
intercepts is reasonably good considering that the drill fence spacing is at 80
meters. Grades, however, may vary significantly depending upon the intensity of
arsenopyrite mineralisation in each of the intercepts. Infill drilling on 40
meter and possibly 20 meter spaced sections is planned to evaluate the known
mineralized zones at Sambaru 2, 3, 4 and 5 with the intention of developing an
indicated/measured ore resource during 2011. Reverse Circulation drilling,
totaling approximately 8000 meters, will commence first, the results of which
will be used to optimize a follow-up diamond drill program planned latter on in
the year. Additional exploration targets include:

- Detailed soil sampling between Sambaru 3 and Sambaru 4 on 100 meter spaced
  N-S grid lines at a sample interval of 25 meters.
- Exploration drilling, totaling some 1500 meters to investigate a 600 meter
  x 120 meter soil anomaly east of Sambaru 4.

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14

Musoma Bunda gold project

The Musoma Bunda gold project is located in northern-eastern
Tanzania within the Lake Victoria Goldfields, and on the southwest side of the
Musoma-Mara Greenstone Belt, in the Bunda District, Mara Region. The project,
comprised of 3 licenses, lies within the Musoma-Bunda-Murangi triangle and is
near the shoreline of Lake Victoria at the northern tip of the Speke Gulf. The
town of Musoma, located 30 kilometers north of the licenses, is the main
commercial centre for the Mara Region. Bunda town is 18 kilometers to the east
on the main Musoma-Mwanza paved road.

All three properties cover a total area of 155.74 square
kilometers and lie within the northern and central to southern part of Quarter
Degree Sheet (QDS) 23 and 12 respectively.

Exploration work has largely been focused on the Kinyambwiga
license (PL4653/2007). Ground magnetic surveys, undertaken in-house, have
recently been concluded across the Suguti (PL 3966/2006) and Murangi (PL
4511/2007)licenses. No record of previous exploration on either of these
two licenses is currently known.

Kinyambwiga PL4653/2007 covers an area of 30.89 square
kilometers in quadrangle QDS23/1 and contains within it twenty-four (24) Primary
Mining Licenses (PMLs) that were originally purchased outright by Geo Can
Resources Company Limited (Geo Can) and are titled and held in trust in the name
of a common director of Geo Can and Lake Victoria Mining Company, Inc.

Exploration conducted during June 2010 was focused at extending
the strike length of the prospect by undertaking:

- Gridding and Regolith Mapping over the entire license area.
- A geophysical gradient induced polarization (IP) survey, along 200 meter
  spaced north south traverses across the entire prospecting license, that
  commenced in June, and that has been completed. A total of 72 line-kilometers
  have been surveyed, covering an area of approximately 30 square kilometers.
- Follow-up detailed Schlumberger geophysical profiling across the Kunanga
  Prospects, located in the northeast part of the Kinyambwiga license, has been
  completed. A total of 17 north-south traverses of 300 to 400 meters in length
  has been undertaken on three target areas within the Kunanga Prospect.
- Detailed mapping of the Kunanga Prospect on 1:2000 scale has been
  completed.

Kunanga 1

- Previous trenching at the Kunanga Prospect outlined the existence of at
  least five, shear hosted, narrow gold bearing quartz veins. These veins, which
  trend east-northeast and west-southwest, have been partly exposed by artisanal
  mining along a strike length of about 300 meters. The latest phase of
  trenching involved re-opening of a number of the previously in-filled trenches
  as well as excavating a number of new trenches.
- A total of 21 trenches of which 254 meters and 382 meters of new and
  re-opened trenches respectively, were excavated.
- Results have established the existence of at least 2 main shear hosted,
  narrow gold bearing quartz veins that pinch and swell along a known strike
  length of 350 meters. These veins are spaced approximately 15 to 20 meters
  apart.
- GeophysicsFollow-up geophysical surveying, using the Schlumberger
  geophysical profiling method, along north-south traverses across the exposed
  quartz vein was undertaken to secure a geophysical signature of the structure.
  The survey was then extended out along strike of the quartz veins with the aim
  of tracing the structure beneath the soil covered plain.
- DrillingDrilling, totaling 1263 meters, at Kanunga 1 Prospect was
  focused at following the strike extensions of the known mineralized quartz
  veins for some 200 meters to the east and west respectively as well as testing
  the depth extension at the edge of the known mineralized zones which previous
  drilling had delineated.

---

15

Figure 1:Drilling grid showing borehole collar positions for
both Phase 1 and Phase 2



Positioning of the collars were in part
assisted by the results of the Schlumberger IP profiling which revealed
chargeability anomalies in the expected position of the pyritised quartz
veins/shear structures.

Drilling results on the eastern side of
Kanunga 1 Prospect traced the strike extent of the two known mineralized quartz
veins for some 200 meters to the east. Two boreholes drilled along the
easternmost fence (Section 581700E) failed to intersect the quartz veins
possibly suggesting that the quartz veins pinch out at this position.

Drilling to test the down-dip extension
of the quartz vein along the eastern edge of the prospect, intersected the
southern lens, represented by a 2 meter quartz vein having a grade of 3.34g/t
gold at a depth of 80 meters below surface (Table 4).

Drilling on the western side of the
Prospect traced the two mineralized quartz veins along Section 581060E. Although
the northern vein continues towards the west on the neighboring section, the
southern vein appears to pinch out. An additional quartz vein of marginal grade
occurs some 40 meters to the south which has been traced for a strike length of
80 meters.

Drilling has delineated 700 meters of
strike length of semi-discontinuous two narrow gold bearing, en echelon quartz
veins hosted within sheared granitic rocks. The full potential of the occurrence
has yet to be evaluated.

A Schlumberger IP target situated some
100 meters north of the main quartz vein (Figure 2) was also tested by one
borehole which intercepted at least 3 anomalous zones down hole with the best
intersection returning 1.78 g/t gold over 1 meter.

Kunanga 2

- Located some 500 meters north of the artisanal workings of Kunanga 1, this
  target is comprised of a single artisanal shaft of +20 meters deep that lies
  along a northeast-southwest trending IP anomaly. Quartz float was observed in
  the cultivated field some 500 meters along strike to the northeast from the
  artisanal shaft.

---

16

- Schlumberger geophysical profiling revealed a distinct chargeability anomaly
    from the area of quartz float on the eastern side of the prospect.
- Although a single north-south trench of 100 meters in length was undertaken
    across the field, a 4 meter zone of shearing striking 075o, and
    in which interfoliated thin quartz veins occur within weathered granite, was
    noted midway in the trench. However, the results of the 2 meter composite
    samples did not reflect any gold anomaly.
- Drilling
    Two boreholes spaced 80 meters apart were drilled to test the ENE-WSW trending,
    1 meter wide, sub- vertical quartz vein exposed in the 25 meter deep shaft
    on the western side of Kanunga 2 Prospect. Although both holes did intersect
    a 1 meter oxidized zone of increased quartz veining within the granite, no
    gold mineralization was reflected in the assay results. 
    Two scissor Reverse Circulation boreholes were drilled to further
    test the area beneath the trench, located some 500 meters to the east of the
    shaft. The hole KNRC 0033 collared to the south of the quartz float intersected
    a number of anomalous zones down-hole of >0.44ppm over 1 meter.

Kunanga 3

- Located 1000 meters north from Kunanga 1, is an area of 200 meters by 100
    meters of artisanal surface workings.
- Previous reverse circulation drilling on the northern side of the workings
    failed to encounter any significant mineralisation. However a single RAB hole
    drilled in the central to southern part of the artisanal workings returned
    2.06 g/t gold over 9 meters.
- Schlumberger profiling suggests that the area lies at the intersection of
    an east-northeast and north-west structure, similar to the IP pattern observed
    at Kunanga 1.
- Drilling, totaling 866 meters, did not discover the source of the abundant
    surface quartz which mark the artisanal site. The two scissor holes
    drilled to test the anomalous RAB hole (KNRAB-246) returned only anomalous
    intercepts of 100 ppb gold. 
    However, a borehole collared immediately west of the artisanal site intersected
    a wide anomalous zone of 290 ppb gold over 25 meters (including 1.03 g/t gold
    over 1 meter) across the interpolated ENE and NW IP trend. Minor surface quartz
    is noted some 75 meters further west and previous trenching (KTRM) did encounter
    anomalous mineralization. The area requires follow-up investigation as the
    possible source of gold anomaly at the artisanal site.

Drilling program

The 2427 meter Reverse Circulation drill program was completed
at all 3 prospects by early December 2010. Sampling of the drill samples was
monitored and supervised by the onsite Qualified Person* according to best
practices acceptable by industry standards. A total of 571 samples, including
122 quality control samples comprised of Blanks, Commercial Standards and
duplicates. Analytical work was carried out at the independent SGS Laboratories
in Mwanza, Tanzania. The drill samples were subject to full sample preparation
followed by a 50 gram fire assay with an AA finish. Blanks (5%), commercial
standards (5%) and duplicates (5%) were used in each sample batch of 20 samples
to monitor laboratory performance during the analysis. By 31 December, all drill
assay results had been received.

Samples that returned grades >5g/t gold were re-assayed by
gravimetric analysis in order to compare results and determine whether this
would be a more accurate measure of assaying samples that contained abundant
visible and nugget gold. Sample duplicates were used for the analysis since
insufficient pulps from the original prepared samples were available. Results of
both analyses together with the visual pan results are given in Table 3.

---

17

Table 3: Comparative study between Fire Assay and Gravimetric
analysis for samples that assay > 5g/t gold

|         |      |        |     |          |             | 50gm FA | Gravimetric | **Intensity** | **(1=trace to 4** | =
      intense) |         
|-------- | ---- | ------ | --- | -------- | ----------- | ------- | ----------- | ------------- | ----------------- | ---------------- | --------
|HOLE_ID  | FROM | **TO** | INT | New SANO | SANO        | AU_PPM  | AU_PPM      | PYRITE        | MAG               | ARSPY            | VG_COUNT
|KNRC0023 | 53   | 54     | 1   | A03620   | A03620      | 19.40   | 17.30       | 0.5           |                   |                  | 27      
|KNRC0027 | 51   | 52     | 1   | A03708   | A03708      | 16.50   | 16.90       | 1             |                   |                  | 92      
|KNRC0023 | 54   | 55     | 1   | A03621   | A03621      | 15.60   | 15.40       | 2             |                   |                  | <100    
|KNRC0026 | 39   | 40     | 1   | A03681   | A03681      | 11.00   | 9.30        |               |                   |                  | 22      
|KNRC0029 | 59   | 60     | 1   | A03785   | A03785      | 10.50   | 10.10       |               |                   |                  |         
|KNRC0026 | 40   | 41     | 1   | A03682   | A03682      | 9.76    | 8.70        |               |                   |                  | 25      
|KNRC0028 | 61   | 62     | 1   | A03748   | A03748      | 5.49    | 5.90        | 1             |                   |                  | 15      
|         |      |        |     |          | Mean        | 12.61   | 11.94       |               |                   |                  |         
|         |      |        |     |          | Correlation | 0.98    |             |               |                   |                  |         

A good correlation exits between both the Fire assay and gravimetric
  analysis (correlation 0.98) . Although the population is small, the general
  trend appears that the gravimetric analysis returned 5% lower values than the
  average Fire assay values.

Sample Collection: Samples were collected
every meter. Each sample was homogenised as well as reduced in size by passing
the sample through a 3-way splitter. The smaller fraction was further split
using a Gilson splitter to a 1.200 -kilogram size sample. The reject was sealed
and packed into rice sacks for storage at the Bunda field office. Contamination
at both splitters was reduced by brushing or blowing compressed air after each
sample run. Composite samples were prepared based on the results of the panned
sample at site. Where no visible pyrite or gold was noted in the pan, a 5-meter
sample interval was composited by equal weight. A 200-gram representative sample
was collected and weighed from each 1-meter sample by using a plastic scoop.
This procedure was done for each 1-meter consecutive sample across a 5-meter
interval in order to obtain a 1-kilogram representative sample, which was then
submitted for analysis. Where visible sulphides, gold or zones of intense
oxidation and increased silicification are present, the sample interval remained
at 1 meter.

Each hole drilled was sampled from the collar to the end of the
hole. However, where the upper 2 meters consisted of black cotton soil
(mbuga), no sample was collected for analysis.

Composite sampling across barren intercepts, devoid of sulphide
or gold mineralisation, was done to save costs on assaying as well as to reduce
the number of samples having to be transported to the Laboratory. Should any 5
meter sample return a grade of >1ppm gold, the interval would have been
re-sampled on 1 meter intervals and re-submitted for analysis. This exercise was
not undertaken since none of the composites assays returned values >1
ppm.

Table 4: Summary of Reverse Circulation drill results from
the Kanunga 1 Prospect-Phase 2 drilling

|Hole No.                           | Total Depth | Section | *North  | *East  | Azimuth | Declin. | From | To  | Interval | Grade 
|---------------------------------- | ----------- | ------- | ------- | ------ | ------- | ------- | ---- | --- | -------- | ------
|                                   | (m)         |         | Co-ord  | Co-ord | (deg)   | (deg)   | (m)  | (m) | (m)      | Au g/t
|KNRC0022                           | 90          | 581460E | 9776919 | 581460 | 0       | -60     | 86   | 88  | 2        | 3.34  
|KNRC0023                           | 78          | 581380E | 9776954 | 581543 | 0       | -50     | 53   | 57  | 4        | 9.74  
|(including 2 meters @ 17.50g/t Au)
|KNRC0026                           | 70          | 581376E | 9776920 | 581376 | 0       | -60     | 39   | 41  | 2        | 10.38 
|KNRC0027                           | 90          | 581140E | 9776826 | 581140 | 0       | -60     | 50   | 52  | 2        | 9.38  
|                                   | and         |         |         |        |         |         | 77   | 80  | 3        | 1.06  
|KNRC0028                           | 75          | 581100E | 9776828 | 581102 | 0       | -50     | 46   | 48  | 2        | 1.17  
|                                   | and         |         |         |        |         |         | 60   | 63  | 3        | 2.65  
|KNRC0029                           | 80          | 581060E | 9776788 | 581057 | 0       | -50     | 58   | 61  | 3        | 5.41  
|                                   | and         |         |         |        |         |         | 65   | 66  | 1        | 2.59  
|KNRC0032                           | 75          | 581300E | 9777000 | 581300 | 0       | -50     | 28   | 29  | 1        | 1.79  
|KNRC0039                           | 60          | 581180E | 9778008 | 581159 | 0       | -50     | 39   | 40  | 1        | 1.03  
|KNRC0040                           | 60          | 581260E | 9778020 | 581260 | 0       | -50     | 40   | 41  | 1        | 1.01  

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18

|KNRC0054               | 50 | 581060E | 9776840 | 581065 | 0 | -50 | 22 | 27 | 5 | 2.06
|---------------------- | -- | ------- | ------- | ------ | - | --- | -- | -- | - | ----
|and                    | 32 | 38      | 6       | 1.28  
|*
      Datum Arc 1960 |    |         |         |        |   |     |    |    |  

Notes:*34.286 grams of gold/metric tonne = 1
Troy ounce of gold/short ton; * g/t = grams/metric ton; Au is the chemical
symbol for gold. * The mineralized interval represents the drill hole
intercept and is not the true horizontal width of the mineralized structure.
* Qualified Person: CHM King, registered with the South African Council of
Natural Scientific Professions (Pr.Sci.Nat Reg. No. 400065/09) has over 30 years
experience in base and precious metal exploration.

Exploration program

The following exploration program is proposed not only to
further investigate the Kanunga Prospects but also to explore the remainder of
the Kinyambwiga license:

| | (i)   | Ground geophysics utilizing the VLF instrument with on
      site generated frequency transmitter to undertake:                                                                                                                                                                                 
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       | •                                                                                                                                                                                                                                                                                               
| |       | •                                                                                                                                                                                                                                                                                               
| |       | •                                                                                                                                                                                                                                                                                               
| |       | •                                                                                                                                                                                                                                                                                               
| | (ii)  | Schlumberger profiling across targets generated by VLF
      mapping                                                                                                                                                                                                                            
| | (iii) | Pitting/Trenching of major targets                                                                                                                                                                                                                                                              
| | (iv)  | Shallow auger drilling to sample the soil layer beneath
      the mbuga black cotton clay and the underlying bedrock over areas of
      anomalous gold-in-soil values.                                                                                                                       
| | (v)   | Prioritize targets for a planned 2000 meter RAB drilling
      program to be undertaken during 2011.                                                                                                                                                                                            
| | (vi)  | . A Reverse Circulation drilling program of 3000 meters
      with the intention to delineate an indicated resource at Kanunga 1 during
      the course of 2011. This is to be followed-up with a 1500 meter diamond
      drill program pending the results from the previous drill
  program.

Both the Suguti and Murangi projects
are at grass roots level. The extensive mbuga cover makes exploration
exceedingly difficult. Recent ground magnetometer surveys have indicated the
persistence of the important NE-SW fracture trends, coupled with the
cross-cutting NW-SE lineaments/dykes, the intersections of which are known to be
a controlling influence for gold mineralization in the Lake Victoria Gold Belt
Based on this structural model, follow-up exploration with emphasis on the
structurally potential areas outlined will entail:

| | (i)    | Gradient Array IP surveys across the licenses including
      the thick mbuga deposits overlying the Suguti Fault Zone, in order to
      refine the structural signature and to identify any chargeability
      anomalies associated with pyrite-gold mineralization.
| | ------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)   | Select Schlumberger profiles to be planned on the results
      of the Gradient array survey.                                                                                                                                                                            
| | (iii)  | VLF profiles, utilizing on site transmitter, to be
      conducted across coincident ground magnetic and IP targets                                                                                                                                                      
| | (iv)   | Mapping of surface outcrop, float, cultural effects and
      the distribution of red-soil (overlying greenstone rocks) versus
      mbuga                                                                                                                             
| | (v)    | Soil sampling across non-mbuga areas on an initial 400
      meter x 50 meter grid with later infilling on 200 meter spaced lines
      depending upon results of the first phase of the program.                                                                        
| | (vi)   | Termite sampling and panning of all intermediate size
      termite mounds.                                                                                                                                                                                            
| | (vii)  | Rock sampling of interesting rock outcrops exhibiting
      iron alteration wherever possible. Similar, selective rock sampling of the
      BIF in the southern part of Suguti licence is to be undertaken.                                                             
| | (viii) | Follow-up pitting and trenching on any significant
      anomalies outlined from the above program.                                                                                                                                                                      
| | (ix)   | Phase 1 drilling  a 2000 meter Rotary Air Blast (RAB)
      drilling program and/or auger program is planned pending the discover of
      an encouraging geochemical anomaly(s) on each of the
  licenses:                                                             

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19

Acquisition of Primary Mining Licenses in Singida, Tanzania

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

In September, 2009, the Company provided notification to all
the PML owners involved in Singida Mineral Properties and Sales Agreements that
the Company would extend their due diligence period for an additional 120 days
as per 2.1.1 of the agreement upon paying again the same amount as the Initial
Payment. In addition, the director completed an Addendum to the Mineral
Properties and Sales Agreement that altered clause 2.1.5. On October 27, 2009,
an amended Mineral Financing Agreement was signed between the director (a
Tanzanian national) and the Company. On January 19, 2010, a director on behalf
of the Company signed second addendums to Singida Mineral Properties Sale and
Purchase agreements. The addendums revised and extended the second payment of
the mineral agreements. The second payment was divided into three payments with
$470,927 due on January 27, 2010, $470,927 due on July 27, 2010 and $941,854 due
on January 27, 2011. On July 27, 2010, the director signed third addendums to
the Singida Mineral Properties Sale and Purchase agreements on behalf of the
Company. The third addendums revised the payment terms of the second addendum.
Based on the revised terms, the second installment of $470,927 was divided into
two payments, with $281,065 due on July 27, 2010 and $189,862 due on October 24,
2010. The Company made the payment of $281,065 on July 27, 2010, and the payment
of $189,862 was paid subsequent to December 31, 2010. Although the Company has
the right to relinquish one or all PMLs at any time, currently the balance of
$941,854 will be due on January 27, 2011. As of December 31, 2010, the Company
through its director has entered into Mineral Properties Sale and Purchase
agreements with various PML owners. The Company has acquired 100% of 23 PML
agreements. The Company has the option to acquire 37 additional and different
PMLs in the Singida area. Under the terms of these agreements, if the option to
purchase is completed on all these PMLs, then the total purchase consideration
would be $7,029,404, payable by February 24, 2013. Pursuant to the Mineral
Financing Agreement, the Company has made payments of $965,630 in fiscal 2010
and $281,065 in fiscal 2011.

General

The following is a discussion and analysis of our plan of
operation for the three and six month period ended December 31, 2010, 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 December 31, 2010, we had working capital of
approximately $(101,000). We plan to spend approximately $1.3 million for our
property acquisitions and $3.6 million for exploration activities through 2011,
with work being conducted on several projects including soil sampling,
trenching, IP gradient, magnetic survey and drilling. We will need to raise
additional funds to finance the exploration activities on our projects. There is
no assurance that such financing would be available at this time.

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

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20

Cash Requirements during the Next Twelve Months

Expense
    
    ($)Property acquisition and holding costs
    
    1,298,000Exploration expenses
    
    3,625,000Professional fee
    
    408,000General and administration fee
    
    1,210,000Total
    
    6,541,000


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.

As of December, 2010 we received all assay results from our
drilling program completed at the Sambaru 1 - 5 prospect areas within the
Singida-Londoni gold project, Tanzania. Also in November, 2010 the Company
commenced a phase two reverse circulation drilling program at the Musoma Bunda
gold projects Kinyambwiga license (PL4653/2007) located near the eastern side
of Lake Victoria in northeastern Tanzania approximately 750 kilometers by road
from the Companys Singida-Londoni gold project. The 2,427 meter drill program
tested three targets at the Kunanga Prospect area which is situated in the
northeastern part of the 30.89 square kilometer Kinyambwiga License. Further
updates will be provided as drilling progresses on the three Kunanga prospects
within the large Kinyambwiga license. In the meantime, a ground magnetometer
geophysical survey has also been completed at the Companys nearby 72.95 square
kilometer Suguti (PL3966/2006) and 51.9 square kilometer Murangi (PL 4511/2007)
licenses which are located about 15 kilometers and 8 kilometers north and
northwest of Kinyambwiga respectively. The Company is in the process of
completing technical reports for four of its gold projects: Geita, Singida,
Musoma Bunda and Kalemela. We expect that these reports will be completed within
the next fiscal quarter.

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.

In addition, we may not have enough captial to complete
exploration of our properties. If we have not raised sufficient funds to
complete our exploration program, we will try to raise additional funds from
another equity or debt offering or rely on loans from shareholders. As of the
date of this quarterly report the Company is seeking further funding but there
is no assurance that we will be successful. If we require additional funds and
are unable to raise the required amounts, we will have to suspend or cease
operations until we succeed in raising the additional funds.

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21

RESULTS OF OPERATIONS

|Three and Nine Month Summary |   |                    |   |   |                    |   |   |            |   |   |            |  
|---------------------------- | - | ------------------ | - | - | ------------------ | - | - | ---------- | - | - | ---------- | -
|                             |   | Three Months Ended |   |   | Nine Months Ended  |  
|                             |   | December
      31, |   |   | December
      31, |  
|                             |   | 2010               |   |   | 2009               |   |   | 2010       |   |   | 2009       |  
|Revenue                      | $ | -                  |   | $ | -                  |   | $ | -          |   | $ | -          |  
|Expenses                     |   | (2,593,029         | ) |   | (1,988,923         | ) |   | (4,143,833 | ) |   | (7,098,919 | )
|Other income (expenses)      |   | (51,959            | ) |   | (29,591            | ) |   | (51,340    | ) |   | (19,372    | )
|Net Loss                     | $ | (2,644,988         | ) | $ | (2,018,514         | ) | $ | (4,195,173 | ) | $ | (7,118,290 | )

Revenue

We had no operating revenues for the three and nine month
periods ended December 31, 2010 and 2009. 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 quarter are
outlined in the table below:

|                                                 |  | Three Months Ended |  |  | Nine Months Ended  | 
|------------------------------------------------ |  | ------------------ |  |  | ------------------ | 
|                                                 |  | December
      31, |  |  | December
      31, | 
|                                                 |  | 2010               |  |  | 2009               | 
|EXPENSES                                         |  |                    |  |  |                    | 
|Amortization and Depreciation                    |  | 6,030              |  |  | 3,763              | 
|Exploration Cost                                 |  | 559,097            |  |  | 41,573             | 
|General and administrative                       |  | 82,794             |  |  | 1,277,685          | 
|Impairment of mineral property acquisition costs |  | 187,426            |  |  | 314,639            | 
|Management and Director Fee                      |  | 28,500             |  |  | 3,000              | 
|Professional Fees                                |  | 116,678            |  |  | 308,964            | 
|Stock Based compensation                         |  | 1,593,989          |  |  | -                  | 
|Travel and accommodation                         |  | 18,515             |  |  | 39,299             | 
|Total Expenses                                   |  | 2,593,029          |  |  | 1,988,923          | 

General and Administrative Expenses

The decrease of $1,194,891 in our general and administrative
expenses for the three months period ended December 31, 2010 as compared to the
same period in fiscal 2009 and the decrease of $1,093,277 in our general and
administrative expenses for the nine months period ended December 31, 2010 as
compared to the same period in fiscal 2009 was primarily due to was primarily
due to a significant decrease in promotion expenses incurred in 2009.

The Company has, through its subsidiary Kilimanjaro Mining
Company, advanced funds to Geo Can Resources Company Limited (Geo Can). The
advances bear no interest, are unsecured and are due on demand. The unencumbered
funds advanced to Geo Can would be refundable to the Company. The advances as of
December 31, 2010 and 2009 have not been offset against payables nor had any
encumbrances been reported to the Company. As of December 31, 2010, the Company
advanced $449,043 to Geo Can through direct payment to some contracted suppliers
of Geo Can which included service invoices for drilling, technical consulting,
property rentals, geophysical equipment repairs and loans.

Prior to incorporation of the Companys wholly-owned subsidiary
in Tanzania, Lake Victoria Resources (T) Limited, and prior to the completion of
the share exchange agreement with Kilimanjaro, Lake Victoria entered into option
agreements with Geo Can. According to the terms of the option agreements the
Company was required to perform geological exploration of the optioned
properties and subsequently it contracted with Geo Can, a related company with
shared common directors, to perform exploration services on all of these
properties. As of December 31, 2010 and March 31, 2010, the Company owed
$620,523 and $700,523, respectively, to Geo Can for exploration services that it
had provided primarily on the Kalemela project licenses PL2747, 2910 and 3006;
Geita project

---

22

license PL2806 and Kinyambwiga project license PL4653. The
outstanding amounts are non-interest bearing, unsecured and due on demand.

Since November, 2009 the Company has used its wholly owned
subsidiary Lake Victoria Resources (T) Limited to perform all exploration and
contracting within Tanzania. Geo Can, a Tanzania corporation, was initially
founded by three common directors of the Company to identify prospective mineral
properties in Tanzania. Through time Geo Can had acquired a portfolio of
prospective licenses. On May 4, 2009, Kilimanjaro completed a Property Purchase
Agreement with Geo Can. Under the terms of the agreement Kilimanjaro acquired
100% interests of the mineral property assets of Geo Can, which included 33 gold
prospecting licenses and 13 uranium licenses. Prior to the closing of the
Property Purchase Agreement between Geo Can and Kilimanjaro, Geo Can had entered
into Option to Purchase Property agreements, regarding some of its resource
properties, with Lake Victoria. As of the execution of the Property Purchase
Agreement, May 5, 2009, Geo Can no longer had any interest in those prior
property agreements with Lake Victoria. As of the date of this quarterly report,
Geo Can holds property titles in trust for Kilimanjaro as the sole Beneficiary,
in accordance with the terms of the Statutory Declaration, Declaration of Trust
and Release dated July 23, 2009. Geo Can will act on the direction of
Kilimanjaro as the Beneficiary to transfer the title or interest to the
Beneficiary or as directed by the Beneficiary.

Liquidity and Capital Resources

Working Capital

|                    |   | December 31, 2010 |   |   | March 31, 2010 | 
|------------------- | - | ----------------- | - | - | -------------- | 
|Current Assets      | $ | 655,901           |   | $ | 1,458,668      | 
|Current Liabilities |   | 757,303           |   |   | 890,919        | 
|Working Capital     | $ | (101,402          | ) | $ | 567,749        | 

|Cash Flows                                  |   |                   |   |   |                   |  
|------------------------------------------- | - | ----------------- | - | - | ----------------- | -
|                                            |   | Nine Months Ended |   |   | Nine Months Ended |  
|                                            |   | December 31, 2010 |   |   | December 31, 2009 |  
|Cash used in Operating
      Activities     | $ | (2,061,616        | ) | $ | (951,437          | )
|Cash used in Investing Activities           |   | (474,673          | ) |   | (1,138,623        | )
|Cash provided by Financing
      Activities |   | 1,700,362         |   |   | 1,941,418         |  
|Net Increase (Decrease) in Cash             | $ | (835,927          | ) | $ | (148,644          | )

We had a cash balance of $119,474 and working capital of $(101,402)
  as of December 31, 2010 compared to cash of $955,401 and working capital of
  $567,749 as of March 31, 2010. We anticipate that we will incur approximately
  $6,541,000 for operating expenses, including professional, legal and accounting
  expenses associated with our reporting requirements under the Exchange Act during
  the next twelve months. Accordingly, we will need to obtain additional financing
  in order to complete our full business plan.

Going Concern

The audited financial statements accompanying our annual report
  on Form 10-K for the year ended March 31, 2010 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 December 31, 2010, we had cash
  of $119,474 and we estimate that we will require approximately $6,541,000 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.

These circumstances raise substantial doubt about our ability
  to continue as a going concern, as described in the explanatory paragraph to
  our independent auditors report on the March 31, 2010 and 2009 consolidated
  financial statements. The consolidated financial statements do not include any
  adjustments that might result from the outcome of that uncertainty.

---

23

The continuation 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 a cash balance of $119,474 and working capital of $(101,402)
  as of December 31, 2010 compared to cash of $955,401 and working capital of
  $567,749 as of March 31, 2010 and we estimate that we will require approximately
  $6,541,000 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

On December 7, 2010, our shareholders approved a resolution to
amend the articles of incorporation to increase the number of authorized shares
of our common stock from 100,000,000 shares to 250,000,000 shares. As of
February 14, 2010, we have 76,346,900 shares of common stock, 4,200,000 stock
options with a weighted average fair value of $0.38 and 22,755,401 warrants to
acquire additional shares of our common stock with a weighted average fair value
of $0.12, 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 earn any revenues from operations and if we do not do so we will lose all
of the funds that we expend on exploration. If we do not discover any mineral
resource in a commercially exploitable quantity, our business could fail.

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

---

24

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

---

25

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.

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26

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

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

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

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

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

Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages as we
conduct our business.

The search for valuable minerals involves numerous hazards. In
the course of carrying out exploration of our Tanzanian properties, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. We currently have no such insurance nor do we expect to get such
insurance for the foreseeable future. If a hazard were to occur, the costs of
rectifying the hazard may exceed our asset value and cause us to liquidate all
of our assets, resulting in the loss of your entire investment in our
company.

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.

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27

Because our executive officers have other business
interests, they may not be able or willing to devote a sufficient amount of time
to our business operation, causing our business to fail.

David Kalenuik our president and chief executive officer
devotes approximately 100% of his working time on providing management services
to us and Ming Zhu our chief financial officer devotes approximately 100% of his
working time on providing management services to us.If the demands on
our executive officers from their other obligations increase, they may no longer
be able to devote sufficient time to the management of our business. This could
negatively impact our business development.

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
100,000,000 shares of common stock with a par value of $0.00001 per share. On
October 7, 2010, the board of directors approved a proposal to amend the
articles of incorporation to increase the number of authorized shares of common
stock from 100,000,000 shares to 250,000,000 shares. Our board of directors may
choose to issue some or all of such shares to acquire one or more businesses or
to provide additional financing in the future. The issuance of any such shares
will reduce the book value and market price of the outstanding shares of our
common stock. If we issue any such additional shares, such issuance will reduce
the proportionate ownership and voting power of all current shareholders.
Further, such issuance may result in a change of control of our corporation.

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

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

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

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

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28

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 gold and/or 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
him 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.

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29

Item 4T. 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 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, 2011, 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 December 31, 2010 that have
materially affected or are reasonably likely to materially affect, our internal
control over financial reporting.

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30

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS.

Not Applicable.

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

Since the commencement of our third quarter ended December 31,
2010, we completed the following sales of unregistered securities:

| | 1. | Effective September 7, 2010 we completed a private
      placement of 4,790,700 Units for gross proceeds of $1,077,907.50. Each
      Unit consisted of: (i) one share of common stock, (ii) one warrant to
      purchase an additional share of common stock at a an exercise price of
      $0.40 until August 13, 2013, and (iii) one warrant to purchase an
      additional share of common stock at a an exercise price of $0.60 until
      August 13, 2013. The warrants are redeemable by Lake Victoria upon twenty
      (20) days written notice to the warrant holder. If the redeemable warrants
      are not exercised within 20 days of being called by us, the same will
      terminate and may not be exercised thereafter. Of the 4,790,700 Units
      issued by us, 800,000 were issued pursuant to Regulation S of the
      Securities Act of 1933 to three subscribers that represented that they
      were not a US person as that term is described in Regulation S. 3,990,700
      Units were issued to 22 U.S. subscribers pursuant to Rule 506 of
      Regulation D the Securities Act of 1933. Each person being issued shares
      of common stock represented that they were an accredited investor as
      that term in defined in Rule 501 of Regulation D the Securities Act of
      1933. Two directors of the company purchased a total of 300,000 Units for
      proceeds of $67,500.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 2. | On October 18, 2010 we entered into a debt settlement
      with a consultant pursuant to which we settled an outstanding debt of
      $54,275 by issuing 217,100 shares of the Company. The debt related to
      amounts owed for certain geological services provided by the consultant to
      the Company in connection with the Companys mineral project in Tanzania.
      The shares were issued to the consultant pursuant to Rule 506 of
      Regulation D the Securities Act of 1933.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. (REMOVED AND RESERVED).

ITEM 5. OTHER INFORMATION.

None.

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31

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     | Bylaws (incorporated by reference from our Registration
      Statement on Form SB-2, filed on June 6, 2007)                                                                                                                                                                                                                              
|4.1     | Specimen Stock Certificate (incorporated by reference
      from our Registration Statement on Form SB-2 filed on June 6, 2007)                                                                                                                                                                                                           
|4.2     | Form of Warrant Certificate for Offering Completed
      September 7, 2010 (incorporated by reference from our Quarterly Report on
      Form 10-Q filed on November 23, 2010)                                                                                                                                                            
|10.1    | License (incorporated by reference from our Registration
      Statement on Form SB-2, filed on June 6, 2007)                                                                                                                                                                                                                             
|10.2    | Amendment to License Agreement, dated June 3, 2008
      (incorporated by reference from our Annual Report on Form 10-K filed on
      June 26, 2008)                                                                                                                                                                                     
|10.3    | Option Agreement with Geo Can Resources Company Limited
      (incorporated by reference from our Annual Report on Form 10-K filed on
      July 14, 2009)                                                                                                                                                                                
|10.4    | Binding Letter Agreement with Kilimanjaro Mining Company
      Inc. (incorporated by reference from our Annual Report on Form 10-K filed
      on July 14, 2009)                                                                                                                                                                          
|10.5    | Consulting Services Agreement with Stocks That Move
      (incorporated by reference from our Quarterly Report on Form 10-Q filed on
      November 23, 2009)                                                                                                                                                                             
|10.6    | Consulting Agreement with Robert Lupo (incorporated by
      reference from our Quarterly Report on Form 10-Q filed on February 22,
      2010)                                                                                                                                                                                           
|10.7    | Addendum to the Consulting Agreement with Robert Lupo
      (incorporated by reference from our Quarterly Report on Form 10-Q filed on
      February 22, 2010)                                                                                                                                                                           
|10.8    | Finders Fee Agreement with Robert A. Young and the RAYA
      Group (incorporated by reference from our Annual Report on Form 10-K filed
      on July 14, 2019)                                                                                                                                                                         
|10.9    | Termination of the Consulting Agreement with Robert Lupo
      (incorporated by reference from our Annual Report on Form 10-K filed on
      July 14, 2010)                                                                                                                                                                               
|10.10   | Consulting Agreement with Clive Howard Matthew King
      (incorporated by reference from our Annual Report on Form 10-K filed on
      July 14, 2010)                                                                                                                                                                                    
|10.11   | Consulting Agreement dated October 7, 2010 between the
      Company and Misac Noubar Nabighian (incorporated by reference from our
      Current Report on Form 8-K filed on October 13, 2010)                                                                                                                                           
|10.12   | 2010 Stock Option Plan (incorporated by reference from
      our Current Report on Form 8-K filed on October 13, 2010)                                                                                                                                                                                                                    
|10.13   | Stock Exchange Agreement with Kilimanjaro Mining Company,
      Inc. and their selling shareholders (incorporated by reference from our
      Quarterly Report on Form 10-Q filed on November 23, 2009)                                                                                                                                   
|10.14   | Form of Subscription Agreement for Offering Completed
      September 7, 2010 (incorporated by reference from our Quarterly Report on
      Form 10-Q filed on November 23, 2010)                                                                                                                                                         
|10.15   | Amendment No. 1 to Consulting Agreement between the
      Company and Clive King dated effective November 11, 2010.(incorporated by
      reference from our Quarterly Report on Form 10-Q filed on November 23,
      2010)                                                                                                              
|10.16   | Form of Mineral Property Sales Agreement dated May 15,
      2009, July 29, 2009, August 28, 2009 and November 19, 2009 between a
      director of the Company and the landowners listed below (collectively the
      Landowners) (incorporated by reference from our Quarterly Report on Form
      10-Q filed on November 23, 2010):

| | No  | Owners Name                                                                                   
| | --- | ----------------------------------------------------------------------------------------------
| | S01 | Pius Joackim Game
      in Parenership with Mustafa Kaombwe and Msua Mkumbo                   
| | S03 | Mohamed Suleimani and Partners
      Plus Chombo, Alfred Joakim and Heri S. Mhula             
| | S04 | Maswi Marwa In
      Partnership with Robert Malando, Andrew Julius Marando and Mathew Melania
| | S05 | John Bina Wambura in Partnership
      with Fabiano Lango                                     
| | S06 | Elizabeth Shango                                                                              
| | S07 | Athuman Chiboni in Partnership
      with Maswi Marwa and Robert Malando                      
| | S08 | Malando Maywili
      in Partnership with Charles Mchembe                                     

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32

|**Exhibit** |     |                                                                                                                                                                
|----------- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|**Number**  |     | Description                                                                                                                                                    
|            | S09 | Robert Malando                                                                                                                                                 
|            | S10 | Raymond Athumani Munyawi                                                                                                                                       
|            | S11 | Jeremia K. Lulu in Partnership with Agnes Musa, Juma
      Shashu, Neema Safari, Neema Tungaraza, Safari Neema Tungaraza, Safari
      Meema and Simon Gidazada
|            | S12 | Heri S. Mhula and partners Samweli Sumbuka, Plus Gam and
      Shambulingole                                                                                   
|            | S13 | Limbu Magambo Nyoda and Partners Saba Joseph, Bakari
      Kahinda                                                                                             
|            | S14 | Shambuli Sumbuka in Partnership with Limbu Gambo                                                                                                               
|            | S15 | Salama Mselemu                                                                                                                                                 
|            | S16 | John Bina Wambura in Partnership with Bosco Sevelin
      Chaila; Plus Game; Saimon Jonga                                                                      
|            | S17 | John Bina Wambura in Partnership with Jumanne Mtemi;
      Anton Gidion; Bosco Sevelin Chaila; Plus Game; Saimon Jonga                                         
|            | S18 | Limbu Magambo in Partnership with Pous GamI and Shambuli
      Sumbuka                                                                                         
|            | S19 | Lukas Mmary in Partnership with Henry Pajero, John Bina,
      Massanja Game, Mwajuma Joseph, Mwita Magita and Plus Game                                       
|            | S20 | Maswi Marwa In Partnership with Shagida malando; Marwa
      Marwa; Benidict Mitti and Fred Mgongo                                                             
|            | S21 | Mustafa IDD Kaombwe                                                                                                                                            
|            | S22 | Mustafa IDD Kaombwe in Partnership with Mahega Malugoyi;
      Julias Kamana; Ramadhani Lyanga and Abas Mustafa                                                
|            | S23 | Ramadhani Mohamed Lyanga In partnership With Mustafa
      Kaombwe and Bethod Njega                                                                            
|            | S24 | Ales David Kajoro in partnership with Henry Ignas; Daud
      Peter and Julias Charles Rugiga                                                                  
|            | S25 | Joel Mazemle in Partnership with Christina Mazemle, Plus
      Chombo and Limbu Magambo Nyoda                                                                  
|            | S26 | Idd Ismail in Partnership with Bakari Abdi, Elizabeth U.
      Yohana, Emanuel Marco, Hamisi Ramadhan, Husein Hasan, Mnaya Hosea, and
      Sanane Msigalali   

|10.17 | Form of Addendum
        No. 1 to Mineral Property Sales Agreement dated September 18, 2009 between
        a director of the Company and the Landowners (incorporated by reference
        from our Quarterly Report on Form 10-Q filed on November 23, 2010)
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.18 | Form of Addendum No. 2 to Mineral
        Property Sales Agreement dated January 18, 2010 between a director of
        the Company and the Landowners (incorporated by reference from our Quarterly
        Report on Form 10-Q filed on November 23, 2010)  
|10.19 | Form of Addendum
        No. 3 to Mineral Property Sales Agreement dated July 27, 2010 between
        a director of the Company and the Landowners (incorporated by reference
        from our Quarterly Report on Form 10- Q filed on November 23, 2010)    
|10.20 | Mineral Financing Agreement
        between the Company and Ahmed Magoma dated October 19, 2009 (incorporated
        by reference from our Quarterly Report on Form 10-Q filed on November
        23, 2010)                                                 
|10.21 | Property Purchase
        Agreement between Geo Can Resources Company Limited and Kilimanjaro Mining
        Company, Inc dated May 5, 2009(incorporated by reference from our Quarterly
        Report on Form 10-Q filed on November 23, 2010)              
|10.22 | Amendment to Mineral Financing
        Agreement between the Company and Ahmed Magoma dated October 27, 2009
        (incorporated by reference from our Quarterly Report on Form 10-Q filed
        on November 23, 2010)                                    
|10.23 | Declaration
        of Trust of Geo Can Resources Company Limited dated July 23, 2009 (incorporated
        by reference from our Quarterly Report on Form 10-Q filed on November
        23, 2010)                                                           
|14.1  | Code of Ethics (incorporated
        by reference from our Annual Report on Form 10-K filed on June 26, 2008)                                                                                                                                                 
|31.1* | Certification
        of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                                                                                            
|31.2* | Certification
        of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                                                                                            
|32.1* | Certification
        of Chief Executive Officer pursuant Section 906 Certifications under Sarbanes-Oxley
        Act of 2002                                                                                                                                 
|32.2* | Certification
        of Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley
        Act of 2002                                                                                                                                 
|99.2  | Audit Committee
        Charter (incorporated by reference from our Annual Report on Form 10-K
        filed on June 26, 2008)                                                                                                                                
|99.3  | Disclosure Committee Charter
        (incorporated by reference from our Annual Report on Form 10-K filed on
        June 26, 2008)                                                                                                                           

* Filed herewith.

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33

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, Chief
      Executive Officer          | 
|      | (Principal Executive Officer)                     | 
|      |                                                   | 
|Date: | February 14, 2011                                 | 
|      |                                                   | 
|      |                                                   | 
|      |                                                   | 
|By    | /s/ Ming Zhu                                      | 
|      | Ming Zhu                                          | 
|      | Chief Financial Officer                           | 
|      | (Principal Accounting Officer and
      Principal | 
|      | Financial Officer)                                | 
|      |                                                   | 
|Date: | February 14, 2011                                 | 

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