Form 10-Q - Quarterly report [Sections 13 or 15(d)]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

 

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 000-53676

 

LODE-STAR MINING INC.

 

(Exact name of registrant as specified in its charter)

 

nevada	47-4347638
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

 

1 East Liberty Street, Suite 600

Reno, NV 89501

 

(Address of principal executive offices, including zip code.)

 

[phone]

 

(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. YES 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
Non-accelerated Filer	o	Smaller Reporting Company	x
Emerging Growth Company	o

 

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). YES þ NO o

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 120,937,442 at November 13, 2023.

1

 

TABLE OF CONTENTS

 

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022		4
Statements of Operations for the Three Months and Nine Months ended September 30, 2023 and 2022 (unaudited)		5
Statements of Cash Flows for the Nine Months ended September 30, 2023 and 2022 (unaudited)		6
Statements of Stockholders’ Deficiency for the Three Months and Nine Months ended September 30, 2023 and 2022 (unaudited)		7
Notes to Financial Statements (unaudited)		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	14
PART II - OTHER INFORMATION		14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 6.	Exhibits	15
SIGNATURES		16

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		$	4,876			$	886
Total current assets and total assets			4,876				886
			4,876				886
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities		$	5,771			$	7,260
Due to related parties			66,062				20,136
Total current liabilities and total liabilities			71,833				27,396
			71,833				27,396
STOCKHOLDERS’ DEFICIENCY
Capital Stock Authorized: 480,000,000 voting common shares with a par value of $0.001 per share 20,000,000 preferred shares with a par value of $0.001 per share Issued: 120,937,442 common shares and no preferred shares at September 30, 2023 120,937,442 common shares and no preferred shares at December 31, 2022			73,757				73,757
Additional Paid-In Capital			4,163,056				4,163,056
Accumulated Deficit			(4,303,770	)			(4,263,323	)
Total stockholders’ deficiency			(66,957	)			(26,510	)
Total liabilities and stockholders’ deficiency		$	4,876			$	886

 

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			-				26				-				58,321
Corporate support services			466				485				1,376				1,487
Office, foreign exchange and sundry			764				7,670				2,480				3,741
Professional Fees			5,516				465				27,901				52,719
Transfer and filing fees			2,098				1,859				8,690				27,130
Total operating expenses			8,844				10,505				40,447				143,398
Operating Loss			(8,844	)			(10,505	)			(40,447	)			(143,398	)
Other Items
Interest, bank and finance charges			-				(1,664	)			-				(2,471	)
Rescinded Sapir transaction			-				-				-				2,186,917
Total other items			-				(1,664	)			-				2,184,446
Net Income (Loss) and Comprehensive Income (Loss) For The Period		$	(8,843	)		$	(12,169	)		$	(40,447	)		$	2,041,048
Basic And Diluted Net Income (Loss) Per Common Share		$	0.00			$	0.00			$	0.00			$	0.03
Weighted Average Number of Common Shares Outstanding – Basic and Diluted			120,937,442				120,937,442				120,937,442				120,937,442
			(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		$	(40,447	)		$	2,041,048
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign exchange loss			-				1,050
Rescinded Sapir transaction			-				(2,186,917	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities			(1,489	)			83,707
Net cash used in operating activities			(41,936	)			(61,112	)
Financing Activities
Proceeds from loans payable – related party			45,926				59,315
Net cash provided by financing activities			45,926				59,315
Net Increase (Decrease) In Cash			3,990				(1,797	)
Cash, Beginning of Period			886				6,008
Cash, End of Period		$	4,876			$	4,211
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		$	-			$	25,764
Reinstated debt			-				2,246,146
Shares issued to settle debt			-				2,601,207

 

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

6

 

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			50,605,965			$	3,425				-			$	1,632,181			$	(4,048,109	)		$	(2,412,503	)
Shares issued on cashless exercise of stock options			28,571				29				-				(29	)			-				-
Net loss for the period			-				-				-				-				(33,920	)			(33,920	)
Balance, March 31, 2022			50,634,536			$	3,454			$	2,186,917			$	1,632,152			$	(4,082,029	)		$	(259,506	)
Rescinded Sapir Transaction			-				-				(2,186,917	)			-				-				(2,186,917	)
Reinstated debt			-				-				-				-				(2,246,146	)			(2,246,146	)
Shares issued to shareholder to settle debt			70,302,906				70,303				-				2,530,904				-				2,601,207
Net income for the period			-				-				-				-				2,087,137				2,087,137
Balance, June 30, 2022			120,937,442			$	73,757			$	-			$	4,163,056			$	(4,241,038	)		$	(4,225	)
Net income for the period			-				-				-				-				(12,169	)			(12,169	)
Balance, September 30, 2022			120,937,442			$	73,757			$	-			$	4,163,056			$	(4,253,207	)		$	(16,394	)
Balance, January 1, 2023			120,937,442			$	73,757			$	-			$	4,163,056			$	(4,263,323	)		$	(26,510	)
Net loss for the period			-				-				-				-				(6,155	)			(6,155	)
Balance, March 31, 2023			120,937,442			$	73,757			$	-			$	4,163,056			$	(4,269,478	)		$	(32,665	)
Net loss for the period			-				-				-				-				(25,448	)			(25,448	)
Balance, June 30, 2023			120,937,442			$	73,757			$	-			$	4,163,056			$	(4,294,927	)		$	(58,114	)
Net loss for the period			-				-				-				-				(8,843	)			(8,843	)
Balance, September 30, 2023			120,937,442			$	73,757			$	-			$	4,163,056			$	(4,303,770	)		$	(66,957	)

 

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 $4,303,770 as of September 30, 2023. These factors raise substantial doubt about the Company’s ability to continue as a going concern. To continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability and will continue to attempt to secure additional equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing, it would be unlikely for the Company to continue as a going concern. These financial statements do not include any adjustments relating to  the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

 

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 $2,015,966 recognized in stockholders’ deficiency.

 

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 $2,601,207 in accrued, unpaid debt into 70,302,906 shares of our common stock at a price of $0.037 per share.

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 480,000,000 shares of common stock with a par value of $0.001 per share, and 20,000,000 shares of preferred stock with a par value of $0.001 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 120,937,442 common shares and no preferred shares. During the year ended December 31, 2022, the Company issued 70,302,906 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.

 

Summary of option activity for the fiscal years ended December 31, 2022 and for the period September 30, 2023: 

 

 

						Weighted
						Average
						Life
		Options				Remaining
		Outstanding				(Years)				Intrinsic Value
Balance December 31, 2021			9,950,000				0.20			$	348,250
Issued			-
Cancelled			(450,000	)
Expired			(9,500,000	)
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:

 

$66,062 in bridge loan vendor financing; with no specific terms of repayment, due to LSG, the Company’s majority shareholder, with no accrued interest payable.

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

 

 

Exhibit 31.1

 

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

 

I, Mark Walmesley, certify that:

 

1.       I have reviewed this annual report on Form 10- Q for the period ended September 30, 2023 of Lode-Star Mining Inc.;

 

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.       I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

b.       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.       Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and,

 

d.       Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and,

 

5.       I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.       Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 13, 2023	/s/ Mark Walmesley
	Mark Walmesley
	President, Principal Executive Officer, and Principal Accounting Officer

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of Lode-Star Mining Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark Walmesley, President, Principal Executive Officer, Treasurer, Principal Financial Officer, and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated this 13th day of November 2023

 

	/s/ Mark Walmesley
	Mark Walmesley President, Principal Executive Officer, and Principal Accounting Officer

 

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 13, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-53676
Entity Registrant Name	LODE-STAR MINING INC.
Entity Central Index Key	0001319643
Entity Tax Identification Number	47-4347638
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1 East Liberty Street
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Reno
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89501
City Area Code	(775)
Local Phone Number	234-5443
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		120,937,442

BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 4,876	$ 886
Total current assets and total assets	4,876	886
Total Assets	4,876	886
Current liabilities
Accounts payable and accrued liabilities	5,771	7,260
Due to related parties	66,062	20,136
Total current liabilities and total liabilities	71,833	27,396
Total liabilities	71,833	27,396
STOCKHOLDERS’ DEFICIENCY
Capital Stock Authorized: 480,000,000 voting common shares with a par value of $0.001 per share 20,000,000 preferred shares with a par value of $0.001 per share Issued: 120,937,442 common shares and no preferred shares at September 30, 2023 120,937,442 common shares and no preferred shares at December 31, 2022	73,757	73,757
Additional Paid-In Capital	4,163,056	4,163,056
Accumulated Deficit	(4,303,770)	(4,263,323)
Total stockholders’ deficiency	(66,957)	(26,510)
Total liabilities and stockholders’ deficiency	$ 4,876	$ 886

BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common Stock, Shares Authorized	480,000,000	480,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Issued	120,937,442	120,937,442
Preferred Stock, Shares Issued	0	0

STATEMENT OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue
Operating Expenses
Consulting services		26		58,321
Corporate support services	466	485	1,376	1,487
Office, foreign exchange and sundry	764	7,670	2,480	3,741
Professional Fees	5,516	465	27,901	52,719
Transfer and filing fees	2,098	1,859	8,690	27,130
Total operating expenses	8,844	10,505	40,447	143,398
Operating Loss	(8,844)	(10,505)	(40,447)	(143,398)
Other Items
Interest, bank and finance charges		(1,664)		(2,471)
Rescinded Sapir transaction				2,186,917
Total other items		(1,664)		2,184,446
Net Income (Loss) and Comprehensive Income (Loss) For The Period	$ (8,843)	$ (12,169)	$ (40,447)	$ 2,041,048
Basic And Diluted Net Income (Loss) Per Common Share	$ 0.00	$ 0.00	$ 0.00	$ 0.03
Weighted Average Number of Common Shares Outstanding – Basic and Diluted	120,937,442	120,937,442	120,937,442	120,937,442

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating Activities
Net income (loss) for the period	$ (40,447)	$ 2,041,048
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign exchange loss		1,050
Rescinded Sapir transaction		(2,186,917)
Accounts payable and accrued liabilities	(1,489)	83,707
Net cash used in operating activities	(41,936)	(61,112)
Financing Activities
Proceeds from loans payable – related party	45,926	59,315
Net cash provided by financing activities	45,926	59,315
Net Increase (Decrease) In Cash	3,990	(1,797)
Cash, Beginning of Period	886	6,008
Cash, End of Period	4,876	4,211
Supplemental Disclosure of Cash Flow Information
Interest
Income taxes
Non-cash Financing Activity
Expenses paid by related parties on behalf of the Company		25,764
Reinstated debt		2,246,146
Shares issued to settle debt		$ 2,601,207

STATEMENTS OF STOCKHOLDERS' DEFICIENCY (EQUITY) (Unaudited) - USD ($)	Common Stock [Member]	Shares To Be Issued	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 3,425		$ 1,632,181	$ (4,048,109)	$ (2,412,503)
Beginning Balance, Shares at Dec. 31, 2021	50,605,965
Shares issued on cashless exercise of stock options	$ 29		(29)
Shares issued on cashless exercise of stock options, Shares	28,571
Net loss for the period				(33,920)	(33,920)
Ending balance, value at Mar. 31, 2022	$ 3,454	2,186,917	1,632,152	(4,082,029)	(259,506)
Ending Balance, Shares at Mar. 31, 2022	50,634,536
Beginning balance, value at Dec. 31, 2021	$ 3,425		1,632,181	(4,048,109)	(2,412,503)
Beginning Balance, Shares at Dec. 31, 2021	50,605,965
Net loss for the period					2,041,048
Rescinded Sapir Transaction					2,186,917
Reinstated debt					2,246,146
Shares issued to shareholder to settle debt					2,601,207
Ending balance, value at Sep. 30, 2022	$ 73,757		4,163,056	(4,253,207)	(16,394)
Ending Balance, Shares at Sep. 30, 2022	120,937,442
Beginning balance, value at Mar. 31, 2022	$ 3,454	2,186,917	1,632,152	(4,082,029)	(259,506)
Beginning Balance, Shares at Mar. 31, 2022	50,634,536
Net loss for the period				2,087,137	2,087,137
Rescinded Sapir Transaction		(2,186,917)			(2,186,917)
Reinstated debt				(2,246,146)	(2,246,146)
Shares issued to shareholder to settle debt	$ 70,303		2,530,904		2,601,207
Shares issued to shareholder to settle debt, Shares	70,302,906
Ending balance, value at Jun. 30, 2022	$ 73,757		4,163,056	(4,241,038)	(4,225)
Ending Balance, Shares at Jun. 30, 2022	120,937,442
Net loss for the period				(12,169)	(12,169)
Rescinded Sapir Transaction
Ending balance, value at Sep. 30, 2022	$ 73,757		4,163,056	(4,253,207)	(16,394)
Ending Balance, Shares at Sep. 30, 2022	120,937,442
Shares issued to shareholder to settle debt, Shares	70,302,906
Ending balance, value at Dec. 31, 2022	$ 73,757		4,163,056	(4,263,323)	(26,510)
Ending Balance, Shares at Dec. 31, 2022	120,937,442
Net loss for the period				(6,155)	(6,155)
Ending balance, value at Mar. 31, 2023	$ 73,757		4,163,056	(4,269,478)	(32,665)
Ending Balance, Shares at Mar. 31, 2023	120,937,442
Beginning balance, value at Dec. 31, 2022	$ 73,757		4,163,056	(4,263,323)	(26,510)
Beginning Balance, Shares at Dec. 31, 2022	120,937,442
Net loss for the period					(40,447)
Rescinded Sapir Transaction
Reinstated debt
Shares issued to shareholder to settle debt
Ending balance, value at Sep. 30, 2023	$ 73,757		4,163,056	(4,303,770)	(66,957)
Ending Balance, Shares at Sep. 30, 2023	120,937,442
Beginning balance, value at Mar. 31, 2023	$ 73,757		4,163,056	(4,269,478)	(32,665)
Beginning Balance, Shares at Mar. 31, 2023	120,937,442
Net loss for the period				(25,448)	(25,448)
Ending balance, value at Jun. 30, 2023	$ 73,757		4,163,056	(4,294,927)	(58,114)
Ending Balance, Shares at Jun. 30, 2023	120,937,442
Net loss for the period				(8,843)	(8,843)
Rescinded Sapir Transaction
Ending balance, value at Sep. 30, 2023	$ 73,757		$ 4,163,056	$ (4,303,770)	$ (66,957)
Ending Balance, Shares at Sep. 30, 2023	120,937,442

BASIS OF PRESENTATION AND NATURE OF OPERATIONS	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND NATURE OF OPERATIONS	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 $4,303,770 as of September 30, 2023. These factors raise substantial doubt about the Company’s ability to continue as a going concern. To continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability and will continue to attempt to secure additional equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing, it would be unlikely for the Company to continue as a going concern. These financial statements do not include any adjustments relating to  the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.   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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	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.

TRANSACTIONS WITH LODE-STAR GOLD INC. (“LSG”)	9 Months Ended
	Sep. 30, 2023
Extractive Industries [Abstract]
TRANSACTIONS WITH LODE-STAR GOLD INC. (“LSG”)	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 $2,015,966 recognized in stockholders’ deficiency.   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 $2,601,207 in accrued, unpaid debt into 70,302,906 shares of our common stock at a price of $0.037 per share.

CAPITAL STOCK	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
CAPITAL STOCK	4. CAPITAL STOCK   Capitalization   The authorized capital of the Company is 500,000,000 shares of capital stock, divided into 480,000,000 shares of common stock with a par value of $0.001 per share, and 20,000,000 shares of preferred stock with a par value of $0.001 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 120,937,442 common shares and no preferred shares. During the year ended December 31, 2022, the Company issued 70,302,906 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.   Summary of option activity for the fiscal years ended December 31, 2022 and for the period September 30, 2023:                Weighted                   Average                   Life             Options     Remaining             Outstanding     (Years)     Intrinsic Value   Balance December 31, 2021     9,950,000       0.20     $ 348,250   Issued     -                   Cancelled     (450,000 )                 Expired     (9,500,000 )                 Balance December 31, 2022 and September 30, 2023     -       -       $Nil

RELATED PARTY TRANSACTIONS AND AMOUNTS DUE	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS AND AMOUNTS DUE	5. RELATED PARTY TRANSACTIONS AND AMOUNTS DUE   At September 30, 2023, the Company had the following amounts due to related parties:   $66,062 in bridge loan vendor financing; with no specific terms of repayment, due to LSG, the Company’s majority shareholder, with no accrued interest payable.

BASIS OF PRESENTATION AND NATURE OF OPERATIONS (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Going Concern	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 $4,303,770 as of September 30, 2023. These factors raise substantial doubt about the Company’s ability to continue as a going concern. To continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability and will continue to attempt to secure additional equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing, it would be unlikely for the Company to continue as a going concern. These financial statements do not include any adjustments relating to  the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
Basis of Presentation	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.

CAPITAL STOCK (Tables)	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Schedule of Options Outstanding	Summary of option activity for the fiscal years ended December 31, 2022 and for the period September 30, 2023:                Weighted                   Average                   Life             Options     Remaining             Outstanding     (Years)     Intrinsic Value   Balance December 31, 2021     9,950,000       0.20     $ 348,250   Issued     -                   Cancelled     (450,000 )                 Expired     (9,500,000 )                 Balance December 31, 2022 and September 30, 2023     -       -       $Nil

BASIS OF PRESENTATION AND NATURE OF OPERATIONS (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Retained Earnings (Accumulated Deficit)	$ 4,303,770	$ 4,263,323

TRANSACTIONS WITH LODE-STAR GOLD INC. (“LSG”) (Details Narrative) - USD ($)		12 Months Ended
	Jun. 08, 2023	Dec. 31, 2022
Sapir Pharmaceutical [Member]
Reserve Quantities [Line Items]
Debt Conversion, Converted Instrument, Amount	$ 2,601,207
Common Stock [Member] | Sapir Pharmaceutical [Member]
Reserve Quantities [Line Items]
Debt Conversion, Converted Instrument, Shares Issued	70,302,906
Settlement Agreement [Member] | Common Stock [Member]
Reserve Quantities [Line Items]
Gain (Loss) on Extinguishment of Debt		$ 2,015,966

CAPITAL STOCK (Details) - Equity Option [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Offsetting Assets [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance	9,950,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		2 months 12 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value	$ 348,250
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period	(450,000)
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period	(9,500,000)
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance		9,950,000

CAPITAL STOCK (Details Narrative) - $ / shares	3 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Sep. 30, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares Authorized	480,000,000		480,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001		$ 0.001
Preferred Stock, Shares Authorized	20,000,000		20,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001		$ 0.001
Common Stock, Shares, Issued	120,937,442		120,937,442
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares Issued to Shareholder to Settle Debt (in shares)	70,302,906	70,302,906

RELATED PARTY TRANSACTIONS AND AMOUNTS DUE (Details Narrative)	Sep. 30, 2023 USD ($)
Lode Star Gold Inc [Member] | Bridge Loan Vendor Financing [Member]
Related Party Transaction [Line Items]
Due to Related Parties	$ 66,062

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