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

FORM 10−Q/A
(AMENDMENT NO. 1)

(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2009

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
 
Commission File Number: 000-28543
 
LIGHTBRIDGE CORPORATION
 (Exact name of registrant as specified in its charter)

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

1600 Tyson’s Boulevard, Suite 550
McLean, VA  22102
(Address of principal executive offices, Zip Code)

(571) 730-1200
(Registrant’s telephone number, including area code)
 
(Former Name, Former Address and Former Fiscal Year if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                      Yes   x  No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   ¨  No  x

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

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

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

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

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

Transitional Small Business Disclosure Format (check one):  Yes   ¨  No  x

 
 
 

EXPLANATORY NOTE
 
This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Lightbridge Corporation (the “Company”) Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, previously filed with the Securities and Exchange Commission on May 12, 2009 (the “Original Filing”). This Amendment is being filed solely to include revised certifications of the Principal Executive Officer and the Principal Financial and Accounting Officer, required pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Each certification, as corrected by this Amendment, was true and correct as of the date of the Original Filing.
 
No modification or update is otherwise made to any other disclosures in the Original Filing, nor does this Amendment reflect any events occurring after the date of the Original Filing.

 
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PART II
OTHER INFORMATION

ITEM 6.     EXHIBITS

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

Exhibit
Number
  
Description
3.1
  
Articles of Incorporation (incorporated by reference Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed on November 12, 2009)
3.2
  
By-laws (incorporated by reference from the current report of the Company on Form 8-K filed on September 18, 2006).
4.1
  
2005 Compensation Plan for Outside Consultants of Custom Brand Networks, Inc. dated March 1, 2005 (incorporated by reference from the Company’s Registration Statement on Form S-8 filed on March 10, 2005).
4.2
  
2005 Augmented Compensation Plan for Outside Consultants of the Company dated August 15, 2005 (incorporated by reference from the Company’s Registration Statement on Form S-8 filed on August 19, 2005).
4.3
  
2006 Stock Plan (incorporated by reference to Exhibit 10.1 of the current report of the Company on Form 8-K filed February 21, 2006)
31.1*
  
Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer
31.2*
  
Rule 13a-14(a)/15d-14(a) Certification - Principal Accounting Officer
32 *
  
Section 1350 Certifications
______________
* Filed Herewith

 
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SIGNATURES

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

Date: November 19, 2009

LIGHTBRIDGE CORPORATION
   
By:
/s/ Seth Grae
Seth Grae
Chief Executive Officer,
President and Director
(Principal Financial Officer)
   
By:
/s/ James Guerra
James Guerra
Chief Operating Officer and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

 
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EXHIBIT INDEX

Exhibit
Number
  
Description
3.1
  
Articles of Incorporation (incorporated by reference Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed on November 12, 2009)
3.2
  
By-laws (incorporated by reference from the current report of the Company on Form 8-K filed on September 18, 2006).
4.1
  
2005 Compensation Plan for Outside Consultants of Custom Brand Networks, Inc. dated March 1, 2005 (incorporated by reference from the Company’s Registration Statement on Form S-8 filed on March 10, 2005).
4.2
  
2005 Augmented Compensation Plan for Outside Consultants of the Company dated August 15, 2005 (incorporated by reference from the Company’s Registration Statement on Form S-8 filed on August 19, 2005).
4.3
  
2006 Stock Plan (incorporated by reference to Exhibit 10.1 of the current report of the Company on Form 8-K filed February 21, 2006)
31.1*
  
Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer
31.2*
  
Rule 13a-14(a)/15d-14(a) Certification - Principal Accounting Officer
32 *
  
Section 1350 Certifications
______________
*Filed Herewith

 
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