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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 |
x
|
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
|
o
|
Accelerated Filer
|
o
|
Non-accelerated Filer
|
o
|
Smaller Reporting Company
|
þ
|
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 |
·
|
the uncertainty of future revenue and profitability based upon our current financial condition and history of losses;
|
·
|
our lack of operating history;
|
·
|
risks relating to our liquidity;
|
·
|
risks related to the market for our common stock and our ability to dilute our current shareholders’ interest;
|
·
|
risks related to our ability to locate and proceed with a new project or business for which we can obtain funding;
|
·
|
risks related to our ability to obtain adequate financing on a timely basis and on acceptable terms; and
|
·
|
other risks and uncertainties related to our business strategy.
|
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
|
|
·
|
Adoption of an omnibus equity incentive plan for directors, officers, and consultants;
|
|
·
|
Adoption of Amended and Restated Articles of Incorporation filed with the Secretary of State of Nevada to effect the following:
|
|
§
|
authorize our board of directors to change our corporate name to a name selected by our directors;
|
|
§
|
establish corporate codes and committees of the board of directors;
|
|
§
|
increase the number of shares of capital stock we are authorized to issue; and
|
|
§
|
authorize the issuance of preferred stock with preferences, limitations, and relative rights designated by our board of directors.
|
|
§
|
authorize indemnification agreements with directors and senior officers; and
|
|
§
|
adopt a serial board of directors and other measures that are intended to be anti-takeover provisions.
|
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.
|
|
·
|
Rubicon Environmental Consulting to act as the lead consultant
|
|
·
|
Hydrogeologica Inc. to consult on water and geology
|
|
·
|
Tierra Group International to consult on mine planning and engineering
|
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
|
2014
|
Amount
|
Percentage
|
|||||||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
-
|
|||||||||
Operating Expenses
|
266,883
|
169,665
|
97,218
|
57%
|
||||||||||||
Operating Loss Before Other Income (Expense)
|
(266,883
|
)
|
(169,665
|
)
|
(97,218
|
)
|
57%
|
|||||||||
Other Income (Expense)
|
(20,525
|
)
|
51,248
|
(71,773
|
)
|
(140%)
|
||||||||||
Net Loss
|
$
|
(287,408
|
)
|
$
|
(118,417
|
)
|
$
|
(168,991
|
)
|
143%
|
Year Ended December 31
|
Increase/(Decrease)
|
|||||||||||||||
2015
|
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%
|
||||||||||||
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
|
$
|
287,408
|
$
|
179,680
|
$
|
107,728
|
60%
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(continued)
|
December 31
|
Change
|
|||||||||||||||
2015
|
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%
|
)
|
|||||||
Loans payable
|
$
|
447,651
|
$
|
275,178
|
$
|
172,473
|
63%
|
|||||||||
Additional Paid-In Capital
|
$
|
1,070,064
|
$
|
922,215
|
$
|
147,849
|
16%
|
|
·
|
Cash
increased due to the amount of cash provided by loans being approximately $7,000 higher than the amount of cash used by operating activities.
|
|
·
|
Prepaid fees
increased due to a $20,000 retainer for legal services being paid in 2015, of which approximately $17,000 was expensed and included in accrued liabilities for services incurred during the year.
|
|
·
|
Accounts payable and accrued liabilities
decreased mainly due to the following items:
|
|
°
|
Legal fees payable increased approximately $3,000, primarily due to advice required in 2015 with respect to filing of US tax returns
|
|
°
|
Accounting and audit fees payable decreased approximately $6,000, primarily as a result of 2014 balances of approximately $12,000 due to our previous auditors being paid off, offset by 2015 accruals of $4,000 for our new auditors and approximately $2,000 for an accounting consultant
|
|
°
|
Fees due to our former president and CEO of approximately $15,000 were paid off in 2015
|
|
°
|
A total of approximately $6,000 in 2014 payables, comprised of IT consulting services, Corporate support services, and miscellaneous expenses due to our current CEO were paid off in 2015.
|
|
·
|
Loans payable
increased due to the following:
|
|
°
|
New loan advances from related parties of approximately $172,000,
|
|
°
|
Expenses (net of foreign exchange) paid by a related party on our behalf of approximately $52,000 and
|
|
°
|
Accrued interest of approximately $20,000, offset by
|
|
°
|
Debt settlements whereby three loans totaling approximately $53,000 were exchanged for common shares, and
|
|
°
|
Loan paybacks of $14,000 to non-related parties and $5,000 to a related party.
|
|
·
|
Additional Paid-In Capital
increased by:
|
|
°
|
approximately $53,000, which was the accounting value of shares issued in three debt settlements, less their par value of $12, and
|
|
°
|
approximately $95,000, which was the total accounting value of shares issued and warrants granted as compensation for consulting services, less their par value of $1,470
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(continued)
|
Year Ended December 31
|
Increase/(Decrease)
|
|||||||||||||||
2015
|
2014
|
Amount
|
Percentage
|
|||||||||||||
Current Assets
|
$
|
15,673
|
$
|
5,372
|
$
|
10,301
|
192%
|
|||||||||
Current Liabilities
|
461,953
|
313,575
|
148,378
|
47%
|
||||||||||||
Working Capital (Deficiency)
|
$
|
(446,280
|
)
|
$
|
(308,203
|
)
|
$
|
(138,077
|
)
|
45%
|
Year Ended December 31
|
Increase/(Decrease)
|
|||||||||||||||
2015
|
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%
|
|
Cash Used In Operating Activities:
|
|
Cash used in operating activities remained essentially static year over year. The year over year change in net loss of approximately ($169,000) was largely offset by the net year over year differences in the changes in: payables and accrued liabilities of approximately $12,000; prepaid expenses of approximately ($3,000); accrued interest payable of approximately $10,000; gain on debt forgiveness of approximately $61,000; stock and warrants issued for consulting services of approximately $96,000; and foreign exchange gain of approximately ($5,000).
|
|
Cash Provided By Financing Activities:
|
|
Cash provided by financing activities also remained essentially flat year over year, with related parties providing approximately a net $167,000 to fund operating cash requirements of approximately $146,000 and repayment of non-related party loans of $14,000, leaving an increase of approximately $7,000 for the year.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
|
|
·
|
monetary items at the exchange rate prevailing at the balance sheet date;
|
|
·
|
non-monetary items at the historical exchange rate; and
|
|
·
|
revenue and expense items at the rate in effect of the date of transactions.
|
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
|
“Morgan & Company LLP”
Chartered Professional Accountants
|
DECEMBER 31
|
||||||||
2015
|
2014
|
|||||||
ASSETS
|
||||||||
Current
|
||||||||
Cash
|
$
|
12,456
|
$
|
5,372
|
||||
Prepaid fees
|
3,217
|
-
|
||||||
15,673
|
5,372
|
|||||||
Mineral Property Interest
|
230,180
|
230,180
|
||||||
$
|
245,853
|
$
|
235,552
|
|||||
LIABILITIES
|
||||||||
Current
|
||||||||
Accounts payable and accrued liabilities
|
$
|
14,302
|
$
|
38,397
|
||||
Due to related parties
|
371,471
|
139,353
|
||||||
Loans payable
|
76,180
|
135,825
|
||||||
461,953
|
313,575
|
|||||||
Contractual Obligations, Commitments And Subsequent Events (Notes 3, 7 and 9)
|
||||||||
STOCKHOLDERS’ DEFICIENCY
|
||||||||
Capital Stock
|
||||||||
Authorized:
|
||||||||
480,000,000 voting common shares with a par value of $0.001 per share
|
||||||||
20,000,0000 preferred shares with a par value of $0.001 per share
|
||||||||
Issued:
|
||||||||
49,127,825 common shares at December 31, 2015 (46,509,000 common
shares at December 31, 2014)
|
1,947
|
465
|
||||||
Additional Paid-In Capital
|
1,070,064
|
922,215
|
||||||
Accumulated Deficit
|
(1,288,111
|
)
|
(1,000,703
|
)
|
||||
(216,100
|
)
|
(78,023
|
)
|
|||||
$
|
245,853
|
$
|
235,552
|
YEARS ENDED
|
||||||||
DECEMBER 31
|
||||||||
2015
|
2014
|
|||||||
Revenue
|
$
|
-
|
$
|
-
|
||||
Operating Expenses
|
||||||||
Consulting services
|
121,409
|
60,653
|
||||||
Corporate support services
|
12,759
|
2,594
|
||||||
Office, foreign exchange and sundry
|
10,136
|
(913
|
)
|
|||||
Professional fees
|
94,783
|
92,861
|
||||||
Transfer and filing fees
|
27,796
|
14,470
|
||||||
266,883
|
169,665
|
|||||||
Operating Loss Before Other Income (Expense)
|
(266,883
|
)
|
(169,665
|
)
|
||||
Other Income (Expense)
|
||||||||
Gain on debt forgiveness
|
-
|
61,263
|
||||||
Interest, bank and finance charges
|
(20,525
|
)
|
(10,015
|
)
|
||||
(20,525
|
)
|
51,248
|
||||||
Net Loss For The Year
|
$
|
(287,408
|
)
|
$
|
(118,417
|
)
|
||
Basic And Diluted Loss Per Common Share
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
||
Weighted Average Number Of Common Shares Outstanding
|
47,436,336
|
13,426,808
|
YEARS ENDED
|
||||||||
DECEMBER 31
|
||||||||
2015
|
2014
|
|||||||
Cash Provided By (Used In)
|
||||||||
Operating Activities
|
||||||||
Net loss for the year
|
$
|
(287,408
|
)
|
$
|
(118,417
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Foreign exchange (gain)
|
(4,791
|
)
|
-
|
|||||
Stock issued for services
|
29,397
|
-
|
||||||
Warrants issued for services
|
66,721
|
-
|
||||||
Gain on debt forgiveness
|
-
|
(61,263
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
(3,217
|
)
|
-
|
|||||
Accounts payable and accrued liabilities
|
33,194
|
21,584
|
||||||
Accrued interest payable
|
19,788
|
9,134
|
||||||
(146,316
|
)
|
(148,962
|
)
|
|||||
Financing Activities
|
||||||||
Repayment of loans payable
|
(14,000
|
)
|
-
|
|||||
Repayment of loans payable – related party
|
(5,000
|
)
|
-
|
|||||
Proceeds from loans payable
|
-
|
17,484
|
||||||
Proceeds from loans payable – related party
|
172,400
|
136,829
|
||||||
153,400
|
154,313
|
|||||||
Net Increase In Cash
|
7,084
|
5,351
|
||||||
Cash, Beginning Of Year
|
5,372
|
21
|
||||||
Cash, End Of Year
|
$
|
12,456
|
$
|
5,372
|
||||
Supplemental Disclosure Of Cash Flow Information
|
||||||||
Cash paid during the year for:
|
||||||||
Interest
|
$
|
-
|
$
|
-
|
||||
Income taxes
|
$
|
-
|
$
|
-
|
||||
Non-cash Financing Activity
|
||||||||
Expenses paid by related party on behalf of the Company
|
$ |
57,289
|
-
|
|||||
Common shares issued for debt settlements
|
$
|
53,213
|
$
|
-
|
||||
Common shares issued for mineral property interest
|
$
|
-
|
$
|
230,180
|
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
|
- | - | - | (287,408 | ) | (287,408 | ) | |||||||||||||
Balance, December 31, 2015
|
49,127,825 | $ | 1,947 | $ | 1,070,064 | $ | (1,288,111 | ) | $ | (216,100 | ) |
1.
|
BASIS OF PRESENTATION AND NATURE OF OPERATIONS
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
a)
|
Basis of Accounting
|
b)
|
Cash and Cash Equivalents
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued
)
|
c)
|
Foreign Currency Accounting
|
|
i)
|
monetary items at the exchange rate prevailing at the balance sheet date;
|
|
ii)
|
non-monetary items at the historical exchange rate; and
|
|
iii)
|
revenue and expense items at the rate in effect of the date of transactions.
|
d)
|
Fair Value of Financial Instruments
|
|
§
|
Level 1 – defined as observable inputs such as quoted prices in active markets;
|
|
§
|
Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
|
|
§
|
Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
|
e)
|
Asset Retirement Obligations
|
f)
|
Use of Estimates and Assumptions
|
g)
|
Basic and Diluted Earnings Per Share
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued
)
|
h)
|
Income Taxes
|
i)
|
Stock-Based Compensation
|
j)
|
Mineral Property Interest and Impairment
|
k)
|
Recent Accounting Pronouncements
|
3.
|
MINERAL PROPERTY INTEREST
|
3.
|
MINERAL PROPERTY INTEREST
(Continued)
|
4.
|
CAPITAL STOCK
|
4.
|
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
|
5.
|
LOANS PAYABLE
|
|
i)
|
$1,000 (December 31, 2014 - $5,000): unsecured; interest at 15% per annum; originally due on April 20, 2012.
|
|
·
|
On March 19, 2015, $4,000 was paid by the Company in partial settlement of the December 31, 2014 principal balance.
|
|
ii)
|
$65,000 (December 31, 2014 - $75,000): unsecured; interest at 10% per annum from January 10, 2015.
|
|
·
|
$27,500, and any accrued interest was due and payable on written demand in full (not received to date) on the earlier of June 9, 2015 or the date on which the Company completes one or more debt or equity financings that generate aggregate gross proceeds of at least $250,000;
|
|
·
|
The balance of the outstanding principal, or $37,500, and any accrued interest was due and payable on written demand in full (not received to date) on January 9, 2016; and
|
|
·
|
The Company shall have the right to repay all or any part of the Principal and any accrued interest to the Lender at any time and from time to time, without any premium.
|
|
iii)
|
$40,789 (December 31, 2014 - $34,160): unsecured; interest at 5% per annum; with no specific terms of repayment, due to a related party, the president of the Company.
|
|
iv)
|
$290,000 (December 31, 2014 - $100,000): unsecured; interest at 5% per annum from January 1, 2015; with no specific terms of repayment, due to a related party, LSG, the Company’s majority shareholder.
|
|
v)
|
$23,966 (December 31, 2014 - $Nil): unsecured; interest at 5% per annum; with no specific terms of repayment, due to a related party, LSG, the Company’s majority shareholder.
|
|
vi)
|
$3,613 (December 31, 2014 - $4,310): unsecured; non-interest bearing; with no specific terms of repayment, due to a related party, the controlling shareholder of LSG.
|
|
vii)
|
$Nil (December 31, 2014 - $24,696): unsecured; non-interest bearing; with no specific terms of repayment (converted on January 9, 2015 to 573,000 common shares that were issued on April 6, 2015).
|
|
viii)
|
$Nil (December 31, 2014 - $1,767): unsecured; non-interest bearing; with no specific terms of repayment (converted on January 9, 2015 to 41,000 common shares that were issued on April 6, 2015).
|
6.
|
RELATED PARTY TRANSACTIONS AND AMOUNTS DUE
|
6.
|
RELATED PARTY TRANSACTIONS AND AMOUNTS DUE
(Continued)
|
|
iii)
|
$2,609 (December 31, 2014 - $883) to the president of the Company.
|
|
iv)
|
$10,157 (December 31, 2014 - $Nil) to the majority shareholder of the Company.
|
|
v)
|
$336 (December 31, 2014 - $Nil) to the majority shareholder of the Company.
|
7.
|
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
|
|
·
|
Under the terms of that settlement agreement, the Company agreed to pay an aggregate of $34,000 CAD.
|
|
·
|
Of that amount, $Nil was outstanding and included in accounts payable at December 31, 2015 (December 31, 2014: $15,300 ($17,500 CAD).
|
8.
|
INCOME TAXES
|
2015
|
2014
|
|||||||
Expected income tax recovery
|
$
|
(97,700
|
)
|
$
|
(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
|
296,000
|
-
|
||||||
Increase (decrease) in valuation allowance
|
(231,000
|
)
|
40,000
|
|||||
$
|
-
|
$
|
-
|
2015
|
2014
|
|||||||
Deferred income tax assets
|
||||||||
Net operating losses carried forward
|
$
|
109,000
|
$
|
340,000
|
||||
Valuation allowance
|
(109,000
|
)
|
(340,000
|
)
|
||||
$
|
-
|
$
|
-
|
8.
|
INCOME TAXES
(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
|
191,300 | |||
$ | 320,200 |
9.
|
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 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
(continued)
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
(continued)
|
|
·
|
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
|
|
·
|
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
·
|
being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
|
|
·
|
being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;
|
|
·
|
being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any law or regulation prohibiting mail or wire fraud or fraud in connection with any business activity;
|
|
·
|
being the subject of, or a party to, any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation or any law or regulation respecting financial institutions or insurance companies; or
|
|
·
|
being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any stock, commodities or derivatives exchange or other self-regulatory organization.
|
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 11.
|
EXECUTIVE COMPENSATION.
(continued)
|
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 Humphries
|
1,369,756
|
2.79%
|
1)
|
Unless otherwise indicated, the address of all named persons is
13529 Skinner Road, Suite N, Cypress, Texas 77429-1775
|
2)
|
Based on 49,127,825 shares of our common stock issued and outstanding as of December 31, 2015.
|
3)
|
Mark Walmesley was appointed as our Chief Financial Officer, Treasurer and director on September 22, 2014, and our President and Chief Executive Officer on December 11, 2014. Mr. Walmesley has been LSG’s Director of Operations since 2005 and a director of the company since March 2009.
|
4)
|
Thomas Temkin was appointed as Chief Operating Officer and to the Board of Directors on January 19, 2015.
|
5)
|
The person with investment and dispositive authority is Lonnie Humphries
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
|
·
|
To Mark Walmesley, our President, Chief Executive Officer, Chief Financial Officer, Treasurer and director: an unsecured loan with interest at 5% per annum; with no specific terms of repayment, in the amount of $40,789 plus accrued interest of $2,609
|
|
·
|
To Lode Star Gold Inc., our controlling shareholder: two unsecured loans with interest at 5% per annum, with no specific terms of repayment, totaling $313,966 plus accrued interest totaling 10,493
|
|
·
|
To Lonnie Humphries, the sole shareholder of Lode Star Gold Inc., our controlling shareholder: an unsecured, non-interest bearing loan of $3,612, with no specific terms of repayment
|
·
|
the director is, or at any time during the past three years was, an employee of the company;
|
·
|
the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
|
·
|
a family member of the director is, or at any time during the past three years was, an executive officer of the company;
|
·
|
the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
|
·
|
the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or
|
·
|
the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.
|
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.
|
Incorporated by reference
|
|||||
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
Filed herewith
|
3.1
|
Articles of Incorporation.
|
SB-2
|
3/04/05
|
3.1
|
|
3.2
|
Bylaws.
|
SB-2
|
3/04/05
|
3.2
|
|
3.3
|
Amended and Restated Articles of Incorporation
|
14-C
|
11/24/14
|
3.3
|
|
3.4
|
Omnibus Equity Incentive Plan
|
14-C
|
11/24/15
|
3.4
|
|
4.1
|
Specimen Stock Certificate.
|
SB-2
|
3/04/05
|
4.1
|
|
10.1
|
Mining Claim.
|
S-1/A-5
|
2/08/08
|
10.1
|
|
10.2
|
Bill of Sale.
|
SB-2
|
3/04/05
|
10.2
|
|
10.3
|
Trust Agreement.
|
SB-2
|
12/19/07
|
10.3
|
|
10.4
|
Consulting Agreement with Woodburn Holdings Ltd.
|
8-K
|
2/21/12
|
10.1
|
|
10.5
|
Mineral Option Agreement with Lode Star Gold Inc.
|
8-K
|
10/09/14
|
10.1
|
|
10.6
|
Acquisition of Mineral Property Interest
|
8-K
|
12/16/14
|
10.2
|
|
14.1
|
Code of Ethics.
|
10-K
|
4/15/11
|
14.1
|
|
X
|
|||||
X
|
|||||
99.1
|
Subscription Agreement.
|
SB-2
|
3/04/05
|
99.1
|
|
99.2
|
Charter Audit Committee
|
10-K
|
4/15/11
|
99.2
|
|
99.3
|
Disclosure Committee
|
10-K
|
4/15/11
|
99.3
|
|
101.INS
|
XBRL Instance Document
|
10-K
|
4/14/14
|
101.INS
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
10-K
|
4/14/14
|
101.SCH
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
10-K
|
4/14/14
|
101.CAL
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
10-K
|
4/14/14
|
101.DEF
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
10-K
|
4/14/14
|
101.LAB
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
10-K
|
4/14/14
|
101.PRE
|
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
|
March 29, 2016
|
Mark Walmesley
|
1 Year Lode Star Mining (PK) Chart |
1 Month Lode Star Mining (PK) Chart |
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