| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
FORM
| QUARTERLY
REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
file number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code.)
(Telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | o | Accelerated Filer | o |
| o | Smaller Reporting Company | ||
| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: at November 13, 2023.
1
TABLE OF CONTENTS
2
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
LODE-STAR MINING INC.
INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Unaudited)
3
LODE-STAR MINING INC.
BALANCE SHEETS
(Unaudited)
| September 30 | December 31 | |||||||
| 2023 | 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Total current assets and total assets | ||||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Due to related parties | ||||||||
| Total current liabilities and total liabilities | ||||||||
| STOCKHOLDERS’ DEFICIENCY | ||||||||
Capital Stock Authorized: |
|
|
|
|
|
|
|
|
| Additional Paid-In Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficiency | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficiency | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited interim financial statements.
4
LODE-STAR MINING INC.
STATEMENTS OF OPERATIONS
(Unaudited)
| THREE MONTHS ENDED | NINE MONTHS ENDED | |||||||||||||||
| SEPTEMBER 30 | SEPTEMBER 30 | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating Expenses | ||||||||||||||||
| Consulting services | ||||||||||||||||
| Corporate support services | ||||||||||||||||
| Office, foreign exchange and sundry | ||||||||||||||||
| Professional Fees | ||||||||||||||||
| Transfer and filing fees | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Items | ||||||||||||||||
| Interest, bank and finance charges | ( | ) | ( | ) | ||||||||||||
| Rescinded Sapir transaction | ||||||||||||||||
| Total other items | ( | ) | ||||||||||||||
| Net Income (Loss) and Comprehensive Income (Loss) For The Period | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Basic And Diluted Net Income (Loss) Per Common Share | $ | $ | $ | $ | ||||||||||||
| Weighted Average Number of Common Shares Outstanding – Basic and Diluted | ||||||||||||||||
| (0.00 | ) | (0.00 | ) | (0.00 | ) | 0.02 | ||||||||||
The accompanying notes are an integral part of these unaudited interim financial statements.
5
LODE-STAR MINING INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
| NINE MONTHS ENDED | ||||||||
| SEPTEMBER 30 | ||||||||
| 2023 | 2022 | |||||||
| Operating Activities | ||||||||
| Net income (loss) for the period | $ | ( | ) | $ | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Foreign exchange loss | ||||||||
| Rescinded Sapir transaction | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Financing Activities | ||||||||
| Proceeds from loans payable – related party | ||||||||
| Net cash provided by financing activities | ||||||||
| Net Increase (Decrease) In Cash | ( | ) | ||||||
| Cash, Beginning of Period | ||||||||
| Cash, End of Period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Non-cash Financing Activity | ||||||||
| Expenses paid by related parties on behalf of the Company | $ | $ | ||||||
| Reinstated debt | ||||||||
| Shares issued to settle debt | ||||||||
The accompanying notes are an integral part of these unaudited interim financial statements.
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LODE-STAR MINING INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIENCY
| NUMBER OF | ADDITIONAL | |||||||||||||||||||||||
| COMMON | PAR | SHARES TO | PAID-IN | ACCUMULATED | ||||||||||||||||||||
| SHARES | VALUE | BE ISSUED | CAPITAL | DEFICIT | TOTAL | |||||||||||||||||||
| Balance, January 1, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Shares issued on cashless exercise of stock options | ( | ) | ||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, March 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Rescinded Sapir Transaction | - | ( | ) | ( | ) | |||||||||||||||||||
| Reinstated debt | - | ( | ) | ( | ) | |||||||||||||||||||
| Shares issued to shareholder to settle debt | ||||||||||||||||||||||||
| Net income for the period | - | |||||||||||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net income for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, September 30, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Balance, January 1, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these unaudited interim financial statements.
7
LODE-STAR MINING INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Unaudited)
| 1. | BASIS OF PRESENTATION AND NATURE OF OPERATIONS |
Lode-Star Mining Inc. (“the Company”) was incorporated in the State of Nevada, U.S.A., on December 9, 2004. The Company’s principal executive offices are in Reno, Nevada. The Company was originally formed to acquire exploration stage natural resource properties. At present, the Company has no business activity and is actively seeking a project to invest in.
Going Concern
The
accompanying unaudited interim financial statements have been prepared assuming the Company will continue as a going concern. The future
of the Company is dependent upon its ability to establish a business and to obtain new financing to execute its business plan. As shown
in the accompanying financial statements, the Company has had no revenue and has incurred accumulated losses of $
Basis of Presentation
The unaudited interim financial information reflects all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Annual report on Form 10-K for the year ended December 31, 2022. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the year ended December 31, 2022, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, certain footnote disclosures, which would substantially duplicate the disclosures contained in the Company’s financial statements for the fiscal year ended December 31, 2022, have been omitted. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of results for the entire year ending December 31, 2023.
8
LODE-STAR MINING INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Unaudited)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. All dollar amounts are in U.S. dollars unless otherwise noted. The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality.
The Company has implemented all applicable new accounting pronouncements that are in effect. Those pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| 3. | TRANSACTIONS WITH LODE-STAR GOLD INC. (“LSG”) |
The Company’s mineral property interest was in a group of thirty-one claims known as the “Goldfield Bonanza Project” (the “Property”), in the State of Nevada. Pursuant to an option agreement dated October 14, 2014, as amended October 31, 2019 (“Option Agreement”), with LSG, the Company acquired an initial 20% undivided interest in and to the mineral claims owned by LSG and an option to earn a further 60% interest in the claims. LSG received 35,000,000 shares of the Company’s common stock and is its controlling shareholder.
Termination of the Option Agreement
On December 23, 2021, the Company attempted to acquire from Sapir Pharmaceuticals, all of the assets used in connection with the proprietary stabilized formulation of the Epigallocatechin-gallate (EGCG) molecule for further pharmaceutical development (the “Sapir Agreements”). In January 2022, due to circumstances beyond the control of either party, the Company entered into a Rescission Agreement to terminate the Sapir Agreements agreement and restore both the Company and Sapir to their respective positions immediately in advance of the execution and delivery of the Sapir Agreements. No shares or compensation of the Company was paid to Sapir. Prior to entering into the Sapir Agreements the Company entered into a Settlement Agreement whereby the Company and LSG agreed to the immediate termination of the Option Agreement (other than certain standard provisions that will survive according to their terms), with the result that the Company will return its 20% undivided interest in and to the Property to LSG. The carrying value of the 20% undivided interest was $230,179 at the date of the Settlement Agreement. In exchange, LSG has agreed to forgive all amounts owing by the Company to LSG under the Option Agreement, which includes $2,246,145 in accrued, unpaid penalties and other payments. The Settlement Agreement also includes a broad mutual release.
The
full terms of the Settlement Agreement were agreed to between the parties prior to December 31, 2021, with the formal execution to be
completed as soon as the documentation was prepared. Therefore, the impact of the Settlement Agreement has been reflected in the financial
statements for the year ended December 31, 2021, to most accurately report the Company’s financial position on December 31, 2021,
resulting in a gain on settlement of shareholder debt of $
On
June 8, 2022, and in connection with the rescission of the Sapir Agreements, we entered into a debt reinstatement agreement (the “Reinstatement
Agreement”) with LSG pursuant to which we agreed to reinstate the Debt. Also on June 8, 2022, we entered into debt conversion agreements
with three related parties, including LSG, pursuant to which the creditors converted
an aggregate of $
9
LODE-STAR MINING INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Unaudited)
| 4. | CAPITAL STOCK |
Capitalization
The authorized capital of the Company is 500,000,000 shares of capital stock, divided into shares of common stock with a par value of $ per share, and shares of preferred stock with a par value of $ per share. The Company reserved 10,000,000 shares of common stock for issuance under its 2016 Omnibus Equity Incentive Plan. The Company has issued common shares and no preferred shares. During the year ended December 31, 2022, the Company issued shares of its common stock in three debt settlement agreements dated June 8, 2022 (Note 3).
Options
On November 20, 2018, the Company granted 500,000 non-qualified stock options pursuant to its Equity Incentive Plan, to key outside consultants. Each option is exercisable into one share of the Company’s common stock at a price of $0.06 per share, for a term of five years. During the year ended December 31, 2021, 50,000 of the options were exercised on March 4, 2021 on a cashless basis, resulting in the issuance of 28,571 common shares. At December 31, 2021, the remaining 450,000 options had an intrinsic value of $15,750 based on the exercise price of $0.06 per option and a market price of $0.095 per share.
During the year ended December 31, 2022, the remaining 450,000 options were cancelled.
On February 14, 2017, the Company granted 9,500,000 non-qualified stock options pursuant to the Equity Incentive Plan, to key corporate officers and outside consultants. Each option is exercisable into one share of the Company’s common stock at a price of $0.06 per share for a term of five years. At December 31, 2021, the options had an intrinsic value of $332,500 based on the exercise price of $0.06 per option and a market price of $0.095 per share.
During the year ended December 31, 2022, the options expired unexercised.
| Weighted | ||||||||||||
| Average | ||||||||||||
| Life | ||||||||||||
| Options | Remaining | |||||||||||
| Outstanding | (Years) | Intrinsic Value | ||||||||||
| Balance December 31, 2021 | 0.20 | $ | ||||||||||
| Issued | ||||||||||||
| Cancelled | ( | ) | ||||||||||
| Expired | ( | ) | ||||||||||
| Balance December 31, 2022 and September 30, 2023 | - | $Nil | ||||||||||
| 5. | RELATED PARTY TRANSACTIONS AND AMOUNTS DUE |
At September 30, 2023, the Company had the following amounts due to related parties:
$
10
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim financial statements and related notes appearing elsewhere in this Quarterly Report. In addition to historical financial information, the following discussion includes certain forward-looking statements that reflect our plans, estimates and our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. 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.
New Business
The Company has no active business at the present time. We are actively seeking business opportunities to engage in.
Funding
All of our ongoing operations have continued to be funded by monies advanced to us by Lode-Star Gold INC. (LSG), our majority shareholder. We do not currently have enough funds to carry out our entire plan of operations, so we intend to meet the balance of our cash requirements for the next 12 months through a combination of debt financing and equity financing through private placements. There is no assurance that we will be successful in completing any such financings.
If we are unsuccessful in obtaining sufficient funds through our capital-raising efforts, we may review other financing options, although we cannot provide any assurance that any such options will be available to us or on terms reasonably acceptable to us. Further, if we are unable to secure any additional financing then we plan to reduce the amount that we spend on our operations, including our management-related consulting fees and other general expenses, so as not to exceed the capital resources available to us. Regardless, our current cash reserves and working capital will not be sufficient for us to sustain our business for the next 12 months, even if we decide to scale back our operations.
Intellectual Property
We do not have any intellectual property.
Personnel
We have no employees. Our President, CEO, CFO and corporate secretary Mark Walmesley, receives no compensation for his services. We expect to continue to use outside consultants, advisors, attorneys and accountants as necessary.
Going Concern
There is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our expenses. This is because we have not generated any revenues to-date and we cannot currently estimate the timing of any possible future revenues. Our only source of cash at this time is from loans from LSG.
Results of Operations
The following summary of our results of operations should be read in conjunction with our financial statements for the period ended September 30, 2023 which are included above in Part I, Item 1.
| Three Months Ended September 30 | Change | |||||||||||||||
| 2023 | 2022 | Amount | Percentage | |||||||||||||
| Revenue | $ | - | $ | - | $ | - | ||||||||||
| Operating Expenses | 8,843 | 10,505 | (1,662 | ) | -16 | % | ||||||||||
| Operating Loss | (8,843 | ) | (10,505 | ) | 1,662 | -16 | % | |||||||||
| Other Income (Expense) | - | (1,664 | ) | 1,664 | -100 | % | ||||||||||
| Net Loss | $ | (8,843 | ) | $ | (12,169 | ) | $ | 3,326 | -27 | % | ||||||
| Nine Months Ended September 30 | Change | |||||||||||||||
| 2023 | 2022 | Amount | Percentage | |||||||||||||
| Revenue | $ | - | $ | - | $ | - | ||||||||||
| Operating Expenses | 40,447 | 143,398 | (102,951 | ) | -72 | % | ||||||||||
| Operating Loss | (40,447 | ) | (143,398 | ) | 102,951 | -72 | % | |||||||||
| Other Income (Expense) | - | 2,184,446 | (2,184,446 | ) | -100 | % | ||||||||||
| Net Loss | $ | (40,447 | ) | $ | 2,041,048 | $ | (2,081,495 | ) | -102 | % | ||||||
11
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) |
Revenues
We had no operating revenues during the nine-months ended September 30, 2023 and 2022. We recorded a net loss of $8,843 for the current quarter.
Expenses
Notable year over year differences in expenses for the second quarter are as follows:
| Three Months Ended September 30 | Change | |||||||||||||||
| 2023 | 2022 | Amount | Percentage | |||||||||||||
| $ | $ | $ | ||||||||||||||
| Consulting services | - | 26 | 26 | 100 | % | |||||||||||
| Corporate support services | 466 | 485 | 19 | -100 | % | |||||||||||
| Office, foreign exchange and sundry | 764 | 7,670 | 6,906 | -100 | % | |||||||||||
| Professional fees | 5,516 | 465 | (5,051 | ) | 1086 | % | ||||||||||
| Interest, bank and finance charges | 2,097 | 1,859 | (238 | ) | 13 | % | ||||||||||
| Nine Months Ended September 30 | Change | |||||||||||||||
| 2023 | 2022 | Amount | Percentage | |||||||||||||
| $ | $ | $ | ||||||||||||||
| Consulting services | - | 58,321 | 58,321 | 100 | % | |||||||||||
| Corporate support services | 1,376 | 1,487 | 111 | -100 | % | |||||||||||
| Office, foreign exchange and sundry | 2,480 | 3,741 | 1,261 | -100 | % | |||||||||||
| Professional fees | 27,901 | 52,719 | 24,818 | -47 | % | |||||||||||
| Interest, bank and finance charges | 8,690 | 27,130 | 18,440 | -68 | % | |||||||||||
Consulting services for mining consultants decreased as the Company no longer has a mining project in 2023 as compared to 2022.
Professional fees in 2022 were higher due to accounting, audit and legal fees related to the rescinded Sapir Pharmaceutical asset purchase and the unwinding of the transaction.
Balance Sheets at September 30, 2023 and December 31, 2022
Items with notable period-end differences are as follows:
| Change | ||||||||||||||||
| September 30, 2023 | December 31, 2022 | Amount | Percentage | |||||||||||||
| $ | $ | $ | ||||||||||||||
| Cash | 4,876 | 886 | (3,990 | ) | -450 | % | ||||||||||
| Accounts payable and accrued liabilities | 5,771 | 7,260 | 1,489 | 21 | % | |||||||||||
| Due to related parties and accrued interest | 66,062 | 20,136 | (45,926 | ) | -228 | % | ||||||||||
Due to related parties increased due to legal and accounting expenses to maintain filing status.
12
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) |
Liquidity and Capital Resources
At September 30, 2023, our total assets were $4,876 and our total liabilities were $71,833. Our working capital deficiency at September 30, 2023 and December 31, 2022 and the changes between those dates were as follows:
| Change | ||||||||||||||||
| September 30, 2023 | December 31, 2022 | Amount | Percentage | |||||||||||||
| $ | $ | $ | ||||||||||||||
| Current Assets | 4,876 | 886 | 3,990 | 450 | % | |||||||||||
| Current Liabilities | 71,833 | 27,396 | 44,437 | 162 | % | |||||||||||
| Working Capital Deficiency | (66,957 | ) | (26,510 | ) | (40,447 | ) | 153 | % | ||||||||
The decrease in our working capital deficiency from December 31, 2022 to September 30, 2023 was primarily due to the debt owed to LSG for legal and accounting fees.
Cash Flows
| Nine Months Ended September 30 | Change | |||||||||||||||
| 2023 | 2022 | Amount | Percentage | |||||||||||||
| $ | $ | $ | ||||||||||||||
| Operating Activities | (41,936 | ) | (61,112 | ) | 19,176 | -31 | % | |||||||||
| Financing Activities | 45,926 | 59,315 | (13,389 | ) | -23 | % | ||||||||||
| Net Decrease in Cash | 3,990 | (1,797 | ) | 5,787 | -322 | % | ||||||||||
We have yet to generate any revenues from our business operation and our ability to generate adequate amounts of cash to meet our needs is entirely dependent on the issuance of shares or loans, which have been our principal sources of working capital so far. For the foreseeable future, we will have to continue to rely on those sources for funding. We have no assurance that we can successfully engage in any further private sales of our securities or that we can obtain any additional loans.
13
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
| ITEM 4. | CONTROLS AND PROCEDURES. |
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer concluded that, as of September 30, 2023, our disclosure controls and procedures were not effective, due to the size and nature of the existing business operation. Given the size of our current operation and existing personnel, the opportunity to implement disclosure control procedures is limited. Until the organization can increase sufficiently in size to warrant an increase in personnel required to effectively execute and monitor formal disclosure control procedures, those formal procedures will not be implemented. Given the current size of the organization, there are not significant levels of supervision, review, independent directors or a formal audit committee
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
| ITEM 1A. | RISK FACTORS |
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item. Our business is subject to risks inherent in the establishment of a new business enterprise, including, without limitation, the items listed in Item 1A RISK FACTORS in our report filed on Form 10-K for the year ended December 31, 2022.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
We had no unregistered sales of securities during the nine months ended September 30, 2023.
Other than as disclosed above and in previous reports filed with the SEC, we have not issued any equity securities that were not registered under the Securities Act within the past three years.
14
| ITEM 6. | EXHIBITS. |
The following documents are included herein:
| Exhibit No. | Document Description |
| 31.1 | Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive and Chief Financial Officer. |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
15
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 13th day of November 2023.
| LODE-STAR MINING INC. | |||
| BY | “Mark Walmesley” | ||
| Mark Walmesley | |||
| President,
Principal Executive Officer, and Principal Accounting Officer |
|||
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Signature | Title | Date | |
| /s/ Mark Walmesley | Director, President, Chief Executive Officer | November 13, 2023 | |
| Mark Walmesley |
16
EXHIBIT INDEX
| Exhibit No. | Document Description |
| 31.1 | Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive and Chief Financial Officer. |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
17