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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 JUNE 30, 2024

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.)

(775) 234-5443

(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 o NO þ

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 August 07, 2024.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023		4

Statements of Operations for the Three Months and Six Months ended June 30, 2024 and 2023 (unaudited)		5

Statements of Cash Flows for the Six Months ended June 30, 2024 and 2023 (unaudited)		6

Statements of Stockholders’ Deficiency for the Three Months and Six Months ended June 30, 2024 and 2023 (unaudited)		7

Notes to Financial Statements (unaudited)		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12

Item 4.	Controls and Procedures	13

PART II - OTHER INFORMATION		13

Item 1A.	Risk Factors	13

Item 1C.	Cybersecurity Factors	13

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14

Item 6.	Exhibits	14

SIGNATURES		15

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

LODE-STAR MINING INC.

INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(Unaudited)

LODE-STAR MINING INC.

BALANCE SHEETS

(Unaudited)

	June 30			December 31
	2024			2023
	(Unaudited)
ASSETS

Current assets
Cash	$	3,908		$	2,474
Total current assets and total assets		3,908			2,474
Total Assets		3,908			2,474

LIABILITIES

Current liabilities
Accrued liabilities	$	466		$	14,689
Due to related parties		115,459			77,235
Total current liabilities and total liabilities		115,925			91,924
Total liabilities		115,925			91,924

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 June 30, 2024 120,937,442 common shares and no preferred shares at December 31, 2023		73,757			73,757
Additional Paid-In Capital		4,163,056			4,163,056
Accumulated Deficit		(4,348,830	)		(4,326,263	)
Total stockholders’ deficiency		(112,017	)		(89,450	)

Total liabilities and stockholders’ deficiency	$	3,908		$	2,474

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

LODE-STAR MINING INC.

STATEMENTS OF OPERATIONS

(Unaudited)


	THREE MONTHS ENDED						SIX MONTHS ENDED
	JUNE 30						JUNE 30
	2024			2023			2024			2023
Revenue	$	-		$	-		$	-		$	-

Operating Expenses
Consulting services		926			-			926			-
Corporate support services		1,602			466			2,068			910
Office, foreign exchange and sundry		647			948			(2,812	)		1,716
Professional Fees		8,907			21,929			17,656			22,385
Transfer and filing fees		1,611			2,104			4,729			6,592
Total operating expenses		13,693			25,448			22,567			31,603

Net Loss and Comprehensive Loss For The Period	$	(13,693	)	$	(25,448	)	$	(22,567	)	$	(31,603	)

Basic And Diluted Net Income (Loss) Per Common Share	$	0.00		$	0.00		$	0.00		$	0.00

Weighted Average Number of Common Shares Outstanding – Basic and Diluted		120,937,442			120,937,442			120,937,442			120,937,442

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

LODE-STAR MINING INC.

STATEMENTS OF CASH FLOWS

(Unaudited)


	SIX MONTHS ENDED
	JUNE 30
	2024			2023
Operating Activities
Net loss for the period	$	(22,567	)	$	(31,603	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		(14,223	)		(6,623	)
Net cash used in operating activities		(36,790	)		(38,226	)

Financing Activity
Proceeds from loans payable – related party		38,224			37,851
Net cash provided by financing activities		38,224			37,851

Net Increase (Decrease) In Cash		1,434			(375	)

Cash, Beginning of Period		2,474			886

Cash, End of Period	$	3,908		$	511

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

LODE-STAR MINING INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

	NUMBER OF				ADDITIONAL
	COMMON		PAR		PAID-IN		ACCUMULATED
	SHARES		VALUE		CAPITAL		DEFICIT			TOTAL

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	$	(4,294,926	)	$	(58,113	)

Balance, January 1, 2024		120,937,442	$	73,757	$	4,163,056	$	(4,326,263	)	$	(89,450	)

Net loss for the period		-		-		-		(8,874	)		(8,874	)

Balance, March 31, 2024		120,937,442	$	73,757	$	4,163,056	$	(4,335,137	)	$	(98,324	)

Net loss for the period		-		-		-		(13,693	)		(13,693	)

Balance, June 30, 2024		120,937,442	$	73,757	$	4,163,056	$	(4,348,830	)	$	(112,017	)

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

LODE-STAR MINING INC.

NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(Unaudited)

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 $4,348,830 as of June 30, 2024. These factors raise substantial doubt about the Company’s ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, to identify new business opportunities and raise 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 recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. Such adjustments could be material.

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 unaudited interim 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, 2023. 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, 2023, 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, 2023, have been omitted. The results of operations for the six months ended June 30, 2024, are not necessarily indicative of results for the entire year ending December 31, 2024.

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”) with accounting policies as disclosed in the Company’s annual audited financial statements. 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.

LODE-STAR MINING INC.

NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

(Unaudited)

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.

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.

Options

No options are outstanding at June 30, 2024, and December 31, 2023.

RELATED PARTY TRANSACTIONS AND AMOUNTS DUE

In addition to transactions with related parties discussed elsewhere in these financial statements, the following transactions occurred with related parties.

At June 30, 2024, the Company had amounts due to related parties of $115,459, with no specific terms of repayment, due to the Company’s majority shareholder, with no accrued interest payable.

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 LSG, our largest 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, Chief Executive Officer, Chief Financial Officer, Treasurer, Director and Secretary Mark Walmesley, receives no compensation for his services. We expect to continue to use outside consultants, advisors, attorneys and accountants as necessary.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

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 or investments by others in our common stock.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited interim financial statements for the period ended June 30, 2024 which are included above in Part I, Item 1.

	Three Months Ended June 30						Change
	2024			2023			Amount			Percentage
Revenue	$	-		$	-		$	-
Operating Expenses		13,693			25,448			(11,755	)		-46	%
Operating Loss		(13,693	)		(25,448	)		11,755			-46	%
Other Income (Expense)		-			-			-
Net Loss	$	(13,693	)	$	(25,448	)	$	11,755			-46	%

	Six Months Ended June 30						Change
	2024			2023			Amount			Percentage
Revenue	$	-		$	-		$	-
Operating Expenses		22,567			31,603			(9,036	)		-29	%
Operating Loss		(22,567	)		(31,603	)		9,036			-29	%
Other Income (Expense)		-			-			-
Net Loss	$	(22,567	)	$	(31,603	)	$	9,036			-29	%

Revenues

We had no operating revenues during the six months ended June 30, 2024 and 2023. We recorded a net loss of $13,693 for the current quarter and have an accumulated deficit of $4,348,830.

Expenses

Notable year over year differences in expenses for the first quarter are as follows:

	Three Months Ended June 30					Change
	2024			2023		Amount			Percentage
	$			$		$
Consulting services		926			-		926			-100	%
Corporate support services		1,602			466		1,136			244	%
Office, foreign exchange and sundry		647			948		(301	)		-32	%
Professional fees		8,907			21,929		(13,022	)		-59	%
Interest, bank and finance charges		1,611			2,104		(493	)		-23	%

	Six Months Ended June 30					Change
	2024			2023		Amount			Percentage
	$			$		$
Consulting services		926			-		926			-100	%
Corporate support services		2,068			910		1,158			127	%
Office, foreign exchange and sundry		(2,812	)		1,716		(4,528	)		-264	%
Professional fees		17,656			22,385		(4,729	)		-21	%
Interest, bank and finance charges		4,729			6,592		(1,863	)		-28	%

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

The decrease in expenses in the six months ended June 30, 2024 is related to a decrease in office expenses from foreign exchange calculation, lower professional expenses for accounting and filing fees offset by an increase in corporate support and services.

Balance Sheets at June 30, 2024 and December 31, 2023

Items with notable period-end differences are as follows:

					Change
	June 30, 2024		December 31, 2023		Amount			Percentage
	$		$		$
Cash		3,908		2,474		1,434			58	%
Accrued liabilities		466		14,689		(14,223	)		-97	%
Due to related parties		115,459		77,235		38,224			49	%

The decrease in accrued liabilities is due to the audit fees accrual for 2023 at December 31, 2023. The increase in due to related party is from increased borrowing to cover expenses.

Liquidity and Capital Resources

At June 30, 2024, our total assets were $3,908 and our total liabilities were $115,925. Our working capital deficiency at June 30, 2024, and December 31, 2023, and the changes between those dates were as follows:

							Change
	June 30, 2024			December 31, 2023			Amount			Percentage
	$			$			$
Current Assets		3,908			2,474			1,434			58	%
Current Liabilities		115,925			91,924			24,001			26	%
Working Capital Deficiency		(112,017	)		(89,450	)		(22,567	)		25	%

The increase in our working capital deficiency from December 31, 2023, to June 30, 2024, was due to cash outflow from operating activities which were funded by loans from related parties.

Cash Flows

	Six Months Ended June 30						Change
	2024			2023			Amount		Percentage
	$			$			$
Cash Flows Provided by (Used In):
Operating Activities		(36,790	)		(38,226	)		1,436		-4	%
Financing Activities		38,224			37,851			373		1	%
Net Increase (Decrease) in Cash		1,434			(375	)		1,809		-482	%

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.

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 June 30, 2024, 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 June 30, 2024 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, 2023.

ITEM 1 C.

CYBERSECURITY

At present the Company has minimal risk related to Cybersecurity as no operational business is conducted on the internet or available through the internet.

Cybersecurity risk management will be an integral part of our overall enterprise risk management efforts once the Company has determined how and what security measures will need to be deployed. No enterprise risk can be eliminated entirely. We will seek to mitigate as much risk as possible and manage the remaining financial risk through a cyber insurance policy. The Company has chosen the National Institute of Standards (NIST) for its base framework because it is compatible with certain risk management business functions required by customers and US Government oversight. Controls in the SP 800-53 catalog will be tailored-in based on governance found in SP 800-171, internally determined IT General Controls, and industry best practices to create a balanced approach protecting confidentiality, integrity, and availability.

Governance

Our Board of Directors has primary responsibility for evaluating cybersecurity risk management, overseeing our major cybersecurity risk exposures and the steps management has taken to monitor and control these exposures, including policies and procedures for assessing and managing risk, as well as oversight of compliance related to legal and regulatory exposure.

The “to be newly formed” management positions responsible for assessing and managing cybersecurity risks will be a Director of Cybersecurity and a Chief Information Officer (“CIO”), who will report directly to our CFO. Presently our CFO is undertaking the actions of both the Director of Cybersecurity and CIO. The CIO will be responsible for ensuring that we have a cybersecurity risk management program in place that is fully aligned with business requirements and strategy.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We had no unregistered sales of securities during the three months ended June 30, 2024.

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.

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.

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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 7th day of August 2024.

	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	August 07, 2024
Mark Walmesley

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	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

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Lode-Star Mining Inc. 10-Q