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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Lode Star Mining Inc (PK) | USOTC:LSMG | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.008 | 0.0077 | 0.0203 | 0.00 | 14:30:24 |
⌧
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015
|
NEVADA
|
47-4347638
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
Securities registered pursuant to Section 12(b) of the Act:
|
Securities registered pursuant to section 12(g) of the Act:
|
NONE
|
Common Stock, $0.001 par value
|
Large Accelerated Filer
|
☐
|
Accelerated Filer
|
☐
|
Non-accelerated Filer
|
☐
|
Smaller Reporting Company
|
☑
|
|
|
|
|
|
|
PART I
|
||
Item 1.
|
Business.
|
3
|
Item 1A.
|
Risk Factors.
|
4
|
Item 1B.
|
Unresolved Staff Comments.
|
8
|
Item 2.
|
Properties.
|
8
|
Item 3.
|
Legal Proceedings.
|
11
|
Item 4
|
Mine Safety Disclosure
|
11
|
PART II
|
||
Item 5
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
11
|
Item 6.
|
Selected Financial Data.
|
13
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operation.
|
13
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
21
|
Item 8.
|
Financial Statements and Supplementary Data.
|
22
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
23
|
Item 9A.
|
Controls and Procedures.
|
23
|
Item 9B.
|
Other Information.
|
24
|
PART III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
24
|
Item 11.
|
Executive Compensation.
|
28
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
30
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
31
|
Item 14.
|
Principal Accounting Fees and Services.
|
32
|
|
|
|
PART IV
|
||
Item 15.
|
Exhibits and Financial Statement Schedules.
|
33
|
ITEM 1.
|
BUSINESS
|
ITEM 1.
|
BUSINESS
(
continued
)
|
ITEM 1A.
|
RISK FACTORS.
|
ITEM 1A.
|
RISK FACTORS
(continued)
|
ITEM 1A.
|
RISK FACTORS (
continued)
|
ITEM 1A.
|
RISK FACTORS (
continued)
|
ITEM 1A.
|
RISK FACTORS (
continued)
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS.
|
ITEM 2.
|
PROPERTIES.
|
ITEM 2.
|
PROPERTIES.
(continued)
|
ITEM 2.
|
PROPERTIES.
(continued)
|
ITEM 3.
|
LEGAL PROCEEDINGS.
|
ITEM 4.
|
MINE SAFETY DISCLOSURES.
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
|
2015
|
|
Quarter Ended
|
High
|
Low
|
December 31
|
$
0.04
|
$
0.01
|
September 30
|
$
0.0275
|
$
0.015
|
June 30
|
$
0.05
|
$
0.02
|
March 31
|
$
0.11
|
$
0.03
|
|
2014
|
|
Quarter Ended
|
High
|
Low
|
December 31
|
$
0.10
|
$
0.01
|
September 30
|
$
0.15
|
$
0.03
|
June 30
|
$
0.55
|
$
0.03
|
March 31
|
$
0.20
|
$
0.03
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(continued)
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(continued)
|
ITEM 6.
|
SELECTED FINANCIAL DATA.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(continued)
|
Rubicon
|
$40,000
|
Hydrogeologica
|
$135,000
|
Tierra
|
$75,000
|
State / NDEP
|
|
Total
|
$250,000
|
Office/Shop Building (existing)
|
$0
|
Trailer Accommodations
|
$60,000
|
Contingency
|
$40,000
|
Total
|
$100,000
|
Pneumatic Jacklegs (6)
|
$24,000
|
Pneumatic Slusher/with bucket (used) (4)
|
$80,000
|
Pneumatic Tugger (used) (2)
|
$10,000
|
1-Yard Scoop (used)
|
$208,000
|
Stopers/Buzzies (4)
|
$8,000
|
Schwing Pump
|
$10,000
|
Compressor
|
$60,000
|
Hoist Rehab & Retrofitting
|
$100,000
|
Total
|
$500,000
|
Labor - 3.75 man crew x 10 hrs/day x 1 month
|
$31,428
|
Equipment Maintenance
|
$38,212
|
Ground Support
|
$20,000
|
Consumables – small hand tools
|
$1,000
|
Utilities
|
$19,600
|
Total
|
$110,240
|
Total
|
$50,000
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(continued)
|
Labor – 3.75 man crew x 10 hrs/day x 5 months
|
$145,620
|
Timber
|
$13,200
|
Equipment Maintenance
|
$28,320
|
Ground Support
|
$13,400
|
Explosives
|
$10,665
|
Backfill Material
|
$46,454
|
Consumables - small hand tools
|
$5,000
|
Utilities
|
$4,835
|
Total
|
$267,494
|
Personnel
|
$320,000
|
Regulatory
|
$120,000
|
General
|
$280,000
|
Total
|
$720,000
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(continued)
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(continued)
|
|
Year Ended December 31
|
Increase/(Decrease)
|
||
|
2015 - Restated
|
2014
|
Amount
|
Percentage
|
Revenue
|
$
-
|
$
-
|
$
-
|
-
|
Operating Expenses
|
390,796
|
169,665
|
221,131
|
130
%
|
Operating Loss Before Other Income (Expense)
|
(390,796
)
|
(169,665
)
|
(221,131
)
|
130
%
|
Other Income (Expense)
|
(20,525
)
|
51,248
|
(71,773
)
|
(140
%)
|
Net Loss
|
$
(411,321
)
|
$
(118,417
)
|
$
(292,904
)
|
247
%
|
|
Year Ended December 31
|
Increase/(Decrease)
|
||
|
2015 - Restated
|
2014
|
Amount
|
Percentage
|
Consulting services
|
$
121,409
|
$
60,653
|
$
60,756
|
100
%
|
Corporate support services
|
12,759
|
2,594
|
10,165
|
392
%
|
Interest, bank and finance charges
|
20,525
|
10,015
|
10,510
|
105
%
|
Mineral option fees
|
123,913
|
-
|
123,913
|
-
|
Office, foreign exchange and sundry
|
10,136
|
(913
)
|
11,049
|
1,210
%
|
Professional fees
|
94,783
|
92,861
|
1,922
|
2
%
|
Transfer and filing fees
|
27,796
|
14,470
|
13,326
|
92
%
|
Total Operating and Other Expenses
|
$
411,321
|
$
179,680
|
$
231,641
|
129
%
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(continued)
|
|
December 31
|
Change
|
||
|
2015 - Restated
|
2014
|
Amount
|
Percentage
|
Cash
|
$
12,456
|
$
5,372
|
$
7,084
|
132
%
|
Prepaid fees
|
$
3,217
|
$
-
|
$
3,217
|
-
|
Accounts payable and accrued liabilities
|
$
14,302
|
$
38,397
|
$
(24,095
)
|
(63
%)
|
Due to related parties
|
$
495,384
|
$
139,353
|
$
356,031
|
255
%
|
Loans payable
|
$
76,180
|
$
135,825
|
$
(59,645
)
|
(44
%)
|
Additional Paid-In Capital
|
$
1,070,064
|
$
922,215
|
$
147,849
|
16
%
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(continued)
|
|
Year Ended December 31
|
Increase/(Decrease)
|
||
|
2015 - Restated
|
2014
|
Amount
|
Percentage
|
Current Assets
|
$
15,673
|
$
5,372
|
$
10,301
|
192
%
|
Current Liabilities
|
585,866
|
313,575
|
272,291
|
87
%
|
Working Capital (Deficiency)
|
$
(570,193
)
|
$
(308,203
)
|
$
(261,990
)
|
85
%
|
|
Year Ended December 31
|
Increase/(Decrease)
|
||
|
2015
- Restated
|
2014
|
Amount
|
Percentage
|
Cash Flows Provided By (Used In):
|
|
|
|
|
Operating Activities
|
$
(146,316
)
|
$
(148,962
)
|
$
2,646
|
2
%
|
|
|
|
|
|
Financing Activities
|
153,400
|
154,313
|
(913
)
|
1
%
|
|
|
|
|
|
Net increase in cash
|
$
7,084
|
$
5,351
|
$
1,733
|
32
%
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
Vancouver, Canada
|
|
|
|
March 28, 2016
|
Chartered Professional Accountants
|
|
NUMBER OF COMMON SHARES
|
PAR VALUE
|
ADDITIONAL PAID-IN CAPITAL
|
ACCUMULATED DEFICIT
|
TOTAL
|
|
|
|
|
|
|
Balance, December 31, 2013
|
11,509,000
|
$
115
|
$
692,385
|
$
(882,286
)
|
$
(189,786
)
|
|
|
|
|
|
|
Shares issued for mineral property interest
|
35,000,000
|
350
|
229,830
|
-
|
230,180
|
|
|
|
|
|
|
Net loss for the year
|
-
|
-
|
-
|
(118,417
)
|
(118,417
)
|
|
|
|
|
|
|
Balance, December 31, 2014
|
46,509,000
|
465
|
922,215
|
(1,000,703
)
|
(78,023
)
|
|
|
|
|
|
|
Shares issued for debt
|
1,149,000
|
12
|
53,201
|
-
|
53,213
|
Shares issued for consulting services
|
1,469,825
|
1,470
|
27,927
|
-
|
29,397
|
Warrants issued for consulting services
|
-
|
-
|
66,721
|
-
|
66,721
|
Net loss for the year
|
-
|
-
|
-
|
(411,321
)
|
(
411,321
)
|
|
|
|
|
|
|
Balance, December 31, 2015
|
49,127,825
|
$
1,947
|
$
1,070,064
|
$
(
1,412,024
)
|
$
(
340,013
)
|
1.
|
BASIS OF PRESENTATION AND NATURE OF OPERATIONS - Restated
|
2.
|
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
|
|
Year Ended December 31, 2015
|
||
|
As previously reported
|
Adjustment
|
Restated
|
Mineral option fees
|
$
-
|
$
123,913
|
$
123,913
|
Operating Loss Before Other Income (Expense)
|
$
(266,883
)
|
$
(123,913
)
|
$
(390,796
)
|
Net Loss For The Year
|
$
(287,408
)
|
$
(123,913
)
|
$
(411,321
)
|
2.
|
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
(Continued)
|
|
Year Ended December 31, 2015
|
||
|
As previously reported
|
Adjustment
|
Restated
|
Net loss for the year
|
$
(287,408
)
|
$
(123,913
)
|
$
(411,321
)
|
Due to related party
|
$
-
|
$
123,913
|
$
123,913
|
|
Year Ended December 31, 2015
|
||
|
As previously reported
|
Adjustment
|
Restated
|
Net loss for the year
|
$
(287,408
)
|
$
(123,913
)
|
$
(411,321
)
|
Balance, December 31, 2015
|
$
(216,100
)
|
$
(123,913
)
|
$
(340,013
)
|
3.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
a)
|
Basis of Accounting
|
|
b)
|
Cash and Cash Equivalents
|
3.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued
)
|
|
c)
|
Foreign Currency Accounting
|
|
d)
|
Fair Value of Financial Instruments
|
|
e)
|
Asset Retirement Obligations
|
|
f)
|
Use of Estimates and Assumptions
|
|
g)
|
Basic and Diluted Earnings Per Share
|
3.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued
)
|
|
h)
|
Income Taxes
|
|
i)
|
Stock-Based Compensation
|
|
j)
|
Mineral Property Interest and Impairment
|
|
k)
|
Recent Accounting Pronouncements
|
4.
|
MINERAL PROPERTY INTEREST - Restated
|
4.
|
MINERAL PROPERTY INTEREST
- Restated
(Continued)
|
5.
|
CAPITAL STOCK
|
5.
|
CAPITAL STOCK
(Continued)
|
|
|
Number of Warrants
|
|
|
Exercise Price
|
|
|
Weighted Average Exercise Price
|
|
|
Weighted Average Life Remaining
(Years)
|
|
|
Expiry Date
|
|
|||||
Balance, December 31, 2014
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Granted
|
|
|
3,336,060
|
|
|
$
|
0.02
|
|
|
$
|
0.02
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2015
|
|
|
3,336,060
|
|
|
$
|
0.02
|
|
|
$
|
0.02
|
|
|
|
4.86
|
|
|
November 10, 2020
|
|
6.
|
LOANS PAYABLE
|
7.
|
RELATED PARTY TRANSACTIONS AND AMOUNTS DUE - Restated
|
7.
|
RELATED PARTY TRANSACTIONS AND AMOUNTS DUE
- Restated
(Continued)
|
8.
|
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
|
9.
|
INCOME TAXES
- Restated
|
|
2015
|
2014
|
|
|
|
Expected income tax recovery
|
$
(139,800
)
|
$
(40,000
)
|
Adjustment for non-deductible stock compensation
|
32,700
|
-
|
Estimated decrease in expected tax recovery resulting from Section 382 net operating loss limitations after change in control
|
296,400
|
-
|
Increase (decrease) in valuation allowance
|
(189,300
)
|
40,000
|
|
$
-
|
$
-
|
|
2015
|
2014
|
Deferred income tax assets
|
|
|
Net operating losses carried forward
|
$
151,000
|
$
340,000
|
Valuation allowance
|
(151,000
)
|
(340,000
)
|
|
|
|
|
$
-
|
$
-
|
9.
|
INCOME TAXES
- Restated
(Continued)
|
2024
|
|
$
|
10,000
|
|
2025
|
|
|
7,600
|
|
2026
|
|
|
6,000
|
|
2027
|
|
|
10,900
|
|
2028
|
|
|
53,200
|
|
2029
|
|
|
8,975
|
|
2030
|
|
|
6,445
|
|
2031
|
|
|
6,445
|
|
2032
|
|
|
6,445
|
|
2033
|
|
|
6,445
|
|
2034
|
|
|
6,445
|
|
2035
|
|
|
315,200
|
|
|
|
$
|
444,100
|
|
10.
|
SUBSEQUENT EVENTS
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
(continued)
|
ITEM 9B.
|
OTHER INFORMATION.
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
Name
|
|
Age
|
|
Position
|
Mark Walmesley
|
|
58
|
|
President, Chief Executive Officer, Chief Financial Officer, Treasurer, Director
|
Thomas Temkin
|
|
62
|
|
Chief Operating Officer, Director
|
Pam Walters
|
|
66
|
|
Secretary
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
(continued)
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
Name and Principal Position
|
Year Ended
December 31
|
|
Salary
($)
|
|
|
Total
($)
|
|
||
Mark Walmesley, CEO (1)
|
2015
|
|
|
-
|
|
|
|
-
|
|
|
2014
|
|
|
-
|
|
|
|
-
|
|
Robert Baker, former CEO (2)
|
2015
|
|
|
-
|
|
|
|
-
|
|
|
2014
|
|
|
60,653
|
|
|
|
60,653
|
|
Thomas Temkin, Director and COO (3)
|
2015
|
|
|
-
|
|
|
|
-
|
|
|
2014
|
|
|
-
|
|
|
|
-
|
|
Pam Walters, Secretary (4)
|
2015
|
|
|
-
|
|
|
|
-
|
|
|
2014
|
|
|
-
|
|
|
|
-
|
|
(1)
|
Mark Walmesley was appointed as our Chief Financial Officer, Treasurer and director on September 22, 2014, and our President and Chief Executive Officer on the December 11, 2014. Mr. Walmesley has been LSG’s Director of Operations since 2005 and a director of the company since March 2009.
|
(2)
|
Robert Baker was appointed as our Secretary and director on December 9, 2004, acted as our Chief Financial Officer and Treasurer from May 31, 2007 until September 22, 2014, and acted as our President and Chief Executive Officer from May 31, 2007 until December 11, 2014. The consulting agreement for those services, originally effective January 1, 2012, was cancelled in
accordance with a settlement agreement dated December 5, 2014.
|
(3)
|
Thomas Temkin
was appointed as our
Chief Operating Officer and director on January 19, 2015.
|
(4)
|
Pam Walters was appointed as our Secretary on April 22, 2015.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
Number of
|
Percentage of
|
Name and Address of Beneficial Owner (1)
|
Common Shares
|
Ownership (2)
|
Mark Walmesley (3)
|
1,225,000
|
2.49%
|
|
|
|
Thomas Temkin (4)
|
20,000
|
0.04%
|
|
|
|
All executive officers and directors as a group (2 persons)
|
1,245,000
|
2.53%
|
|
|
|
Lode Star Gold Inc. (5)
|
35,000,000
|
71.24%
|
|
|
|
Lonnie S. Humphries Non-Exempt Trust (5)
|
200,000
|
0.41%
|
|
|
|
Lonnie
S. Humphries
|
1,369,756
|
2.79%
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
2015
|
|
$
|
4,000
|
|
MaloneBailey LLP
|
2015
|
|
$
|
23,793
|
|
Morgan & Company LLP
|
2014
|
|
$
|
18,750
|
|
Morgan & Company LLP
|
2015
|
|
$
|
0
|
|
MaloneBailey LLP
|
2015
|
|
$
|
0
|
|
Morgan & Company LLP
|
2014
|
|
$
|
0
|
|
Morgan & Company LLP
|
2015
|
|
$
|
0
|
|
MaloneBailey LLP
|
2015
|
|
$
|
0
|
|
Morgan & Company LLP
|
2014
|
|
$
|
0
|
|
Morgan & Company LLP
|
2015
|
|
$
|
0
|
|
MaloneBailey LLP
|
2015
|
|
$
|
0
|
|
Morgan & Company LLP
|
2014
|
|
$
|
0
|
|
Morgan & Company LLP
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
|
LODE-STAR MINING INC.
|
||
|
|
|
|
|
By:
|
/s/
Mark Walmesley
|
|
|
|
Mark Walmesley
|
|
|
|
President, Principal Executive Officer, Treasurer, Principal Financial Officer, and Principal Accounting Officer
|
|
|
|
|
|
Signature
|
Title
|
Date
|
|
|
|
/s/
Mark Walmesley
|
Director, President, Chief Executive Officer and Chief Financial Officer
|
August 10, 2016
|
Mark Walmesley
|
|
|
1 Year Lode Star Mining (PK) Chart |
1 Month Lode Star Mining (PK) Chart |
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