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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 | 0.004 | 0.0203 | 0.00 | 21:01:35 |
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, 2012
|
|
OR
|
|
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|
EXCHANGE ACT OF 1934
|
|
|
|
Commission file number 333-123134
|
Large Accelerated Filer
|
o
|
Accelerated Filer
|
o
|
Non-accelerated Filer
|
o
|
Smaller Reporting Company
|
x
|
SEPTEMBER 30
|
DECEMBER 31
|
|||||||
2012
|
2011
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current
|
||||||||
Cash
|
$
|
170
|
$
|
759
|
||||
Amounts receivable
|
27,489
|
9,144
|
||||||
Due from related parties
|
9,705
|
-
|
||||||
$
|
37,364
|
$
|
9,903
|
|||||
LIABILITIES
|
||||||||
Current
|
||||||||
Accounts payable and accrued liabilities
|
$
|
148,863
|
$
|
117,680
|
||||
Loans payable
|
90,920
|
112,289
|
||||||
Amounts due to related party
|
-
|
41,974
|
||||||
Promissory notes due to related party
|
7,064
|
6,579
|
||||||
246,847
|
278,522
|
|||||||
Contractual Obligations And Commitments (Note 6)
|
||||||||
Subsequent Events (Note 8)
|
||||||||
STOCKHOLDERS’ DEFICIENCY
|
||||||||
Capital Stock
|
||||||||
Authorized:
|
||||||||
100,000,000 voting common shares with a par value of $0.00001 per share
|
||||||||
Issued:
|
||||||||
9,604,000 common shares at September 30, 2012 and 6,250,000 common shares at December 31, 2011
|
96
|
63
|
||||||
Additional Paid-In Capital
|
333,154
|
165,487
|
||||||
Shares To Be Issued
|
81,500
|
10,000
|
||||||
Accumulated Deficit
|
(624,233
|
)
|
(444,169
|
)
|
||||
(209,483
|
)
|
(268,619
|
)
|
|||||
$
|
37,364
|
$
|
9,903
|
|||||
THREE MONTHS ENDED
|
NINE MONTHS ENDED
|
|||||||||||||||
SEPTEMBER 30
|
SEPTEMBER 30
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Operating Expenses
|
||||||||||||||||
Consulting services
|
27,000
|
-
|
72,000
|
-
|
||||||||||||
Corporate support services
|
8,963
|
12,305
|
28,958
|
21,222
|
||||||||||||
Interest, bank and finance charges
|
4,505
|
2,558
|
15,453
|
14,057
|
||||||||||||
Mineral property costs
|
- |
|
8,500
|
- |
|
8,500
|
||||||||||
Office, foreign exchange and sundry
|
5,431
|
(5,037
|
)
|
9,519
|
1,508
|
|||||||||||
Professional fees
|
4,750
|
14,978
|
43,218
|
38,587
|
||||||||||||
Transfer and filing fees
|
5,224
|
7,493
|
10,916
|
11,001
|
||||||||||||
55,873
|
40,797
|
180,064
|
94,875
|
|||||||||||||
Operating Loss, Before Other Income (Expense)
|
$
|
(55,873
|
)
|
$
|
(40,797
|
)
|
$
|
(180,064
|
)
|
$
|
(94,875
|
)
|
||||
Other Income (Expense)
|
||||||||||||||||
Gain resulting from debt forgiveness
|
- |
|
56,281
|
-
|
56,281
|
|||||||||||
Impairment of loan advance
|
- |
|
(10,000
|
)
|
-
|
(10,000
|
)
|
|||||||||
Net (Loss) Income For The Period
|
(55,873
|
)
|
5,484
|
(180,064
|
)
|
(48,594
|
)
|
|||||||||
Basic And Diluted (Loss) Earnings Per Common Share
|
$
|
(0.01
|
)
|
$
|
0.00
|
$
|
(0.03
|
)
|
$
|
(0.01
|
)
|
|||||
Weighted Average Number Of Common Shares Outstanding
|
8,729,043
|
6,250,000
|
7,082,380
|
6,096,154
|
||||||||||||
NINE MONTHS ENDED
|
||||||||
SEPTEMBER 30
|
||||||||
2012
|
2011
|
|||||||
Cash Provided By (Used In)
|
||||||||
Operating Activities
|
||||||||
Net loss for the period
|
$
|
(180,064
|
)
|
$
|
(48,594
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Accrued interest payable
|
7,128
|
3,043
|
||||||
Gain resulting from debt forgiveness
|
-
|
(56,281
|
)
|
|||||
Impairment of loan advance
|
-
|
10,000
|
||||||
Non-cash finance fees
|
-
|
6,250
|
||||||
Non-cash mineral property cost
|
-
|
8,500
|
||||||
Loss (gain) on foreign exchange
|
488
|
(1,023
|
)
|
|||||
Net changes in non-cash operating working capital items:
|
||||||||
Amounts receivable
|
(18,345
|
)
|
(1,390
|
)
|
||||
Accounts payable and accrued liabilities
|
31,183
|
42,509
|
||||||
(159,610
|
)
|
(36,986
|
)
|
|||||
Investing Activities
|
||||||||
Loan receivable
|
-
|
(75,000
|
)
|
|||||
-
|
(75,000
|
)
|
||||||
Financing Activities
|
||||||||
Issuance of common stock subscriptions
|
210,700
|
10,000
|
||||||
(Repayments to) advances from related parties
|
(51,679
|
)
|
11,955
|
|||||
Advances from loans payable
|
-
|
89,813
|
||||||
159,021
|
111,768
|
|||||||
Net Decrease In Cash
|
(589
|
)
|
(218
|
)
|
||||
Cash, Beginning Of Period
|
759
|
1,981
|
||||||
Cash, End Of Period
|
$
|
170
|
$
|
1,763
|
||||
Supplemental Disclosure Of Cash Flow Information
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
$
|
-
|
$
|
-
|
||||
Income taxes
|
$
|
-
|
$
|
-
|
||||
Non-cash Financing Activity
|
||||||||
Common shares issued as financing fee
|
$
|
-
|
$
|
6,250
|
||||
1.
|
BASIS OF PRESENTATION AND NATURE OF OPERATIONS
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
a)
|
Exploration Stage Enterprise
|
b)
|
Mineral Property Costs
|
c)
|
Long-lived Assets
|
d)
|
Asset Retirement Obligations
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
e)
|
Cash and Cash Equivalents
|
f)
|
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.
|
g)
|
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.
|
h)
|
Use of Estimates and Assumptions
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
i)
|
Basic and Diluted Loss Per Share
|
j)
|
Stock-based Compensation
|
k)
|
Income Taxes
|
l)
|
Recent Accounting Pronouncements
|
3.
|
CAPITAL STOCK
|
|
●
|
The Company received payments totaling $129,200 as subscriptions for 2,584,000 shares of its common stock.
|
|
●
|
Loans totaling $22,500 Canadian were converted to a subscription for 450,000 shares of common stock.
|
|
●
|
A loan together with interest totaling $6,000 was converted to a subscription for 120,000 shares of common stock.
|
4.
|
LOANS PAYABLE
|
|
i.
|
$5,000: unsecured, interest at 15% per annum, due on April 20, 2012. The loan has not been repaid and the repayment terms will need to be renegotiated with the lender. The loan was originally $10,000. During the nine months ended September 30, 2012, loan principal of $5,000 together with accrued loan interest of $1,000 was converted to a subscription for 120,000 shares of the Company’s common stock. Those shares were issued on July 24, 2012.
|
|
ii.
|
$75,000: unsecured, interest at 10% per annum, due on August 2, 2011. The loan has not been repaid and the repayment terms will need to be renegotiated with the lender. In 2011, the Company issued 250,000 shares of its common stock as additional consideration for receiving the loan.
|
|
●
|
Interest totaling $6,128 (2011 - $2,896) was accrued on loan amounts;
|
|
●
|
Loans totaling $22,500 Canadian were converted to a subscription for 450,000 shares of the Company’s common stock. Those shares were issued on July 24, 2012.
|
5.
|
RELATED PARTY TRANSACTIONS AND AMOUNTS DUE
|
a)
|
Amounts Due from / to Related Party
|
b)
|
Promissory Notes Due to Related Party
|
6.
|
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
|
6.
|
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
(Continued)
|
7.
|
FAIR VALUE OF ASSETS AND LIABILITIES
|
7.
|
FAIR VALUE OF ASSETS AND LIABILITIES (Continued)
|
LEVEL
|
HELD-FOR- TRADING
|
TOTAL
CARRYING
VALUE
|
FAIR VALUE
|
|||||||||||||||
Financial assets
|
||||||||||||||||||
Cash
|
1
|
$
|
170
|
$
|
170
|
$
|
170
|
LEVEL
|
OTHER
FINANCIAL
LIABILITIES
|
TOTAL
CARRYING
VALUE
|
FAIR VALUE
|
|||||||||||||
Financial liabilities
|
||||||||||||||||
Loans payable, including interest
|
2
|
$
|
90,920
|
$
|
90,920
|
$
|
90,920
|
|||||||||
Promissory notes due to related party, including interest
|
2
|
7,064
|
7,064
|
7,064
|
||||||||||||
$
|
97,984
|
$
|
97,984
|
$
|
97,984
|
8.
|
SUBSEQUENT EVENTS
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
|
●
|
Overview
|
|
●
|
Bioreagent business
|
|
●
|
Capabilities and resources
|
|
●
|
Directors and management team
|
|
●
|
Business model
|
|
●
|
Intellectual property and competitive barriers to entry
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
Three Months Ended September 30
|
Change
|
|||||||||||||||
2012
|
2011
|
Amount
|
Percentage
|
|||||||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
-
|
|||||||||
Operating Expenses
|
55,873
|
40,797
|
15,076
|
37%
|
||||||||||||
Other Income
|
-
|
(46,281
|
)
|
46,281
|
(100%
|
)
|
||||||||||
55,873
|
(5,484
|
)
|
61,357
|
1,119%
|
||||||||||||
Net (Loss) Income
|
$
|
(55,873
|
)
|
$
|
5,484
|
$
|
(61,357
|
)
|
(1,119%
|
)
|
||||||
Nine Months Ended September 30
|
Change
|
|||||||||||||||
2012
|
2011
|
Amount
|
Percentage
|
|||||||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
-
|
|||||||||
Operating Expenses
|
180,064
|
94,875
|
85,189
|
90%
|
||||||||||||
Other Income
|
-
|
(46,281
|
)
|
46,281
|
(100%
|
)
|
||||||||||
180,064
|
48,594
|
131,470
|
271%
|
|||||||||||||
Net (Loss)
|
$
|
(180,064
|
)
|
$
|
(48,594
|
)
|
$
|
(131,470
|
)
|
271%
|
||||||
Three Months Ended September
|
Change
|
|||||||||||||||
2012
|
2011
|
Amount
|
Percentage
|
|||||||||||||
Consulting services
|
$
|
27,000
|
$
|
-
|
$
|
27,000
|
-
|
|||||||||
Corporate support services
|
$
|
8,963
|
$
|
12,305
|
$
|
(3,342
|
)
|
(27%
|
)
|
|||||||
Interest, bank and finance charges
|
$
|
4,505
|
$
|
2,558
|
$
|
1,947
|
76%
|
|||||||||
Mineral property costs
|
$
|
-
|
$
|
8,500
|
$
|
(8,500
|
)
|
(100%
|
)
|
|||||||
Office, foreign exchange and sundry
|
$
|
5,431
|
$
|
(5,037
|
)
|
$
|
10,468
|
208%
|
||||||||
Professional fees
|
$
|
4,750
|
$
|
14,978
|
$
|
(10,228
|
)
|
(68%
|
)
|
|||||||
Transfer and filing fees
|
$
|
5,224
|
$
|
7,493
|
$
|
(2,269
|
)
|
(30%
|
)
|
|
§
|
Consulting services
in the current period relate to fees for services of our president under the terms of a contract which commenced January 1, 2012.
|
|
§
|
Corporate support services
in the third quarter of 2011 included costs for May and June, 2011 that had not previously been invoiced or accrued.
|
|
§
|
Interest, bank and finance charges
were higher in 2012 primarily due increased interest accumulated on a higher 2012 payables balance.
|
|
§
|
A mineral claim interest was expensed and charged to
Mineral property costs
in 2011 when the company decided not to pursue exploration activities on that claim.
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
|
§
|
Office, foreign exchange and sundry
increased primarily due to a foreign exchange loss in the 2012 period, versus a gain in the equivalent period in the prior year, together with parking expenses paid in connection with the 2012 consulting contract for CEO services.
|
|
§
|
Professional fees
decreased primarily due to a one-time 2011 legal cost in connection with securities regulatory filings, with no equivalent in 2012.
|
|
§
|
Transfer and filing fees
decreased primarily due to set-up costs in the 2011 quarter in connection the SEC’s new XBRL filing requirements, not repeated in the 2012 quarter.
|
September 30
|
December 31
|
Change
|
||||||||||||||
2012
|
2011
|
Amount
|
Percentage
|
|||||||||||||
Amounts receivable
|
$
|
27,489
|
$
|
9,144
|
$
|
18,345
|
201%
|
|||||||||
Due from related parties
|
$
|
9,705
|
-
|
$
|
9,705
|
|||||||||||
Accounts payable and accrued liabilities
|
$
|
148,863
|
$
|
117,680
|
$
|
31,183
|
26%
|
|||||||||
Loans payable
|
$
|
90,920
|
$
|
112,289
|
$
|
(21,369
|
)
|
(19%
|
)
|
|||||||
Amounts due to related party
|
$
|
-
|
$
|
41,974
|
$
|
(41,974
|
)
|
(100%
|
)
|
|||||||
Additional paid-in capital
|
$
|
333,154
|
165,487
|
$
|
167,667
|
101%
|
||||||||||
Shares to be issued
|
$
|
81,500
|
$
|
10,000
|
$
|
71,500
|
715%
|
|
§
|
Amounts receivable
increased due to the accrual of recoverable goods and services taxes in 2012.
|
|
§
|
Amounts due from related parties
increased with payments to our president in 2012. Note that we are indebted to a company controlled by our president in the amount of $7,064.
|
|
§
|
Accounts payable and accrued liabilities
increased mainly due to accrued accounting fees and related interest, plus accrued fees for corporate support services.
|
|
§
|
Loans payable
decreased primarily due to a conversion in 2012 of a loan into a subscription for shares, offset slightly by accrued interest on loan balances remaining.
|
|
§
|
Amounts due to related party
decreased as a result of repayments made during 2012 of loans from our president.
|
|
§
|
Additional paid-in capital
increased in 2012 as a result of shares of our common stock with a par value of $33 being issued in July, 2012 for paid subscriptions totaling $167,700.
|
|
§
|
Shares to be issued
increased due to receipt in the 2012 period of amounts totaling $81,500 as subscriptions for 407,500 shares of our common stock. Those shares have yet to be issued. $10,000 was received in 2011 as a subscription for 200,000 shares of our common stock. Those shares were issued in July, 2012, decreasing the balance in Shares to be issued.
|
September 30
|
December 31
|
Increase/(Decrease)
|
||||||||||||||
2012
|
2011
|
Amount
|
Percentage
|
|||||||||||||
Current Assets
|
$
|
37,364
|
9,903
|
$
|
27,461
|
277%
|
||||||||||
Current Liabilities
|
246,847
|
278,522
|
(31,675
|
)
|
(11%
|
)
|
||||||||||
Working Capital (Deficiency)
|
$
|
(209,483
|
)
|
(268,619
|
) |
$
|
59,136
|
22%
|
|
§
|
an increase in accrued recoverable goods and services taxes of approximately $18,000;
|
|
§
|
receipt of funds in connection with a private placement of our stock, which allowed repayment of approximately $42,000 to a related party and advances of approximately $10,000;
|
|
§
|
conversion of loans payable of approximately $22,000 to a subscription for shares of our common stock;
|
|
§
|
with the above items offset by an increase in accrued payables of approximately $31,000.
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
Nine Months Ended September 30
|
Increase/(Decrease)
|
|||||||||||||||
2012
|
2011
|
Amount
|
Percentage
|
|||||||||||||
Cash Flows (Used In) Provided By:
|
||||||||||||||||
Operating Activities
|
$
|
(159,610
|
)
|
(36,986
|
)
|
$
|
(122,624
|
)
|
332%
|
|||||||
Investing Activities
|
-
|
(75,000
|
)
|
75,000
|
(100%
|
)
|
||||||||||
Financing Activities
|
159,021
|
111,768
|
47,253
|
42%
|
||||||||||||
Net increase (decrease) in cash
|
$
|
(589
|
)
|
(218
|
)
|
$
|
(371
|
)
|
(170%
|
)
|
|
Cash Used In Operating Activities
|
|
Operating expenses were higher by approximately $85,000 in the current nine month period than in the equivalent period last year. This was primarily due to consulting services that were new this year of $72,000, increased corporate support services of approximately $8,000, and increased professional fees of approximately $5,000. The decrease in mineral property costs was offset by the increase in office, foreign exchange and sundry costs. Discussion of changes in those two items is included above, under Expenses.
|
|
Cash Used in Investing Activities
|
|
In 2011, we paid $75,000 as a deposit on a mineral property. There was no equivalent item in 2012.
|
|
Cash Provided By Financing Activities
|
|
The increase in cash of approximately $47,000 provided by financing activities was due to the receipt of subscriptions for our common stock being higher in 2012 than in 2011 by approximately $201,000, which was offset by;
|
|
●
|
repayments and advances to a related party of approximately $52,000 in 2012, compared to approximately $12,000 in advances from the related party in 2011, being a decrease of approximately $64,000 year over year and;
|
|
●
|
no loan advances in 2012, compared to advances of approximately $90,000 in 2011, being a decrease of approximately $90,000.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
CONTROLS AND PROCEDURES.
|
ITEM 1A
.
|
RISK FACTORS
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
|
●
|
We received payments totaling $129,200 as subscriptions for 2,584,000 shares of our common stock.
|
|
●
|
Loans totaling $22,500 were converted to a subscription for 450,000 shares of our common stock.
|
|
●
|
A portion of a loan and accrued interest totaling $6,000 was converted to a subscription for 120,000 shares of our common stock.
|
ITEM 6
.
|
EXHIBITS.
|
Exhibit No.
|
Document Description
|
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 |
INTERNATIONAL GOLD CORP.
|
|||
BY:
|
“Robert M. Baker”
|
||
Robert M. Baker
|
|||
President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer, and sole member of the Board of Directors
|
|||
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 |
1 Year Lode Star Mining (PK) Chart |
1 Month Lode Star Mining (PK) Chart |
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