| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| | |
| FORM 10-Q |
| | |
| ☑ | QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018 |
| | |
| ☐ | 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 ☑ NO ☐
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 | ☐ | Accelerated Filer | ☐ |
| Non-accelerated Filer | ☐ | Smaller Reporting Company | ☑ |
| Emerging Growth Company | ☐ | | |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☑
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 49,127,825 as of May 14, 2018.
TABLE OF CONTENTS
| | Page |
| PART I - FINANCIAL INFORMATION |
| | |
| Item 1. Financial Statements | 3 |
| | |
| Balance Sheets as of March 31, 2018 and December 31, 2017 (unaudited) | 4 |
| | |
| Statements of Operations for the Three Months ended March 31, 2018 and 2017 (unaudited) | 5 |
| | |
| Statements of Cash Flows for the Three Months ended March 31, 2018 and 2017 (unaudited) | 6 |
| | |
| Notes to Financial Statements (unaudited) | 7 |
| | |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 |
| | |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 15 |
| | |
| Item 4. Controls and Procedures | 15 |
| | |
| PART II - OTHER INFORMATION |
| | |
| Item 1A. Risk Factors | 16 |
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| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 16 |
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| Item 6. Exhibits | 17 |
| | |
| SIGNATURES | 18 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
LODE-STAR MINING INC.
INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017
(Unaudited)
LODE-STAR MINING INC.
BALANCE SHEETS
(Unaudited)
| | | |
| | | |
| | | |
| ASSETS | | |
| | | |
| Current assets | | |
| Cash | $2,028 | $818 |
| Prepaid fees | 3,161 | 3,725 |
| Total current assets | 5,189 | 4,543 |
| | | |
| Mineral Property Interest, unproven | 230,180 | 230,180 |
| | | |
| Total assets | $235,369 | $234,723 |
| | | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | | |
| | | |
| Current liabilities | | |
| Accounts payable and accrued liabilities | $19,477 | $8,048 |
| Due to related parties and accrued interest | 1,118,533 | 1,036,569 |
| Loans payable and accrued interest | 43,032 | 47,055 |
| Total current liabilities | 1,181,042 | 1,091,672 |
| | | |
| STOCKHOLDERS’ DEFICIENCY | | |
| | | |
| Capital Stock | | |
| Authorized: | | |
| 480,000,000 voting common shares with a par value of $0.001 per share | | |
| 20,000,0000 preferred shares with a par value of $0.001 per share | | |
| Issued: | | |
| 49,127,825 common shares at March 31, 2018 and December 31, 2017 | 1,947 | 1,947 |
| Additional Paid-In Capital | 1,543,691 | 1,512,872 |
| Accumulated Deficit | (2,491,311) | (2,371,768) |
| Total stockholders’ deficiency | (945,673) | (856,949) |
| | | |
| Total liabilities and stockholders’ deficiency | $235,369 | $234,723 |
The accompanying notes are an integral part of these unaudited interim financial statements.
LODE-STAR MINING INC.
STATEMENTS OF OPERATIONS
(Unaudited)
| | |
| | |
| | | |
| | | |
| Revenue | $- | $- |
| | | |
| Operating Expenses | | |
| Consulting services | 37,119 | 204,797 |
| Corporate support services | 500 | 475 |
| Mineral option fees | 24,976 | 24,976 |
| Office, foreign exchange and sundry | 4,284 | 904 |
| Professional fees | 22,231 | 4,714 |
| Transfer and filing fees | 16,434 | 14,317 |
| Total operating expenses | 105,544 | 250,183 |
| | | |
| Operating Loss | (105,544) | (250,183) |
| | | |
| Other Expenses | | |
| Interest, bank and finance charges | (13,999) | (10,775) |
| | | |
| Net Loss | $(119,543) | $(260,958) |
| | | |
| Basic And Diluted Net Loss Per Common Share | $(0.00) | $(0.01) |
| | | |
| Weighted Average Number of Common Shares Outstanding – Basic and Diluted | 49,127,825 | 49,127,825 |
The accompanying notes are an integral part of these unaudited interim financial statements.
LODE-STAR MINING INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
| | |
| | |
| | | |
| | | |
| Operating Activities | | |
| Net loss | $(119,543) | $(260,958) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | |
| Foreign exchange loss | 1,861 | 216 |
| Stock options issued for services | 30,819 | 198,570 |
| Changes in operating assets and liabilities: | | |
| Prepaid fees | 564 | - |
| Accounts payable and accrued liabilities | 28,448 | 12,968 |
| Due to related parties | 24,976 | 24,976 |
| Accrued interest payable | 14,085 | 10,595 |
| Net cash used in operating activities | (18,790) | (13,633) |
| | | |
| Financing Activities | | |
| Repayment of loans payable | (5,000) | (5,000) |
| Proceeds from loans payable – related party | 25,000 | 25,000 |
| Net cash provided by financing activities | 20,000 | 20,000 |
| | | |
| Net Increase In Cash | 1,210 | 6,367 |
| | | |
| Cash, Beginning of Period | 818 | 5,134 |
| | | |
| Cash, End of Period | $2,028 | $11,501 |
| | | |
| Supplemental Disclosure of Cash Flow Information | | |
| Cash paid during the period for: | | |
| Interest | $- | $- |
| Income taxes | $- | $- |
| | | |
| Non-cash Financing Activity | | |
| Expenses paid by related party on behalf of the Company | $17,019 | $16,040 |
The accompanying notes are an integral part of these unaudited interim financial statements.
NOTES TO INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017
(Unaudited)
| 1. | BASIS OF PRESENTATION AND NATURE OF OPERATIONS |
Organization
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. The Company acquired a mineral property interest from Lode Star Gold Inc., a private Nevada corporation (“LSG”) on December 11, 2014 in consideration for the issuance of 35,000,000 common shares of the Company. As a result of this transaction, control of the Company was acquired by LSG.
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 $2,491,311 as of March 31, 2018. 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 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.
Basis of Presentation
The unaudited interim financial information furnished herein 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 report on Form 10-K for the year ended December 31, 2017. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding fiscal year, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosures, which would substantially duplicate the disclosures contained in the Company’s financial statements for the fiscal year ended December 31, 2017, have been omitted. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of results for the entire year ending December 31, 2018.
| 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. | MINERAL PROPERTY INTEREST |
The Company’s mineral property interest is 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 with Lode-Star Gold Inc. (“LSG”), a private Nevada corporation, 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. Until the Company has earned the additional 60% interest, the net smelter royalty will be split 79.2% to LSG, 19.8% to the Company and 1% to the former Property owner.
LODE-STAR MINING INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017
(Unaudited)
| 3. | MINERAL PROPERTY INTEREST (Continued) |
To earn the additional 60% interest, the Company is required to fund all expenditures on the Property and pay LSG an aggregate of $5 million in cash in the form of a net smelter royalty, commencing after December 11, 2014. If the Company fails to make any cash payments to LSG within one year of the date of the option agreement, it is required to pay LSG an additional $100,000, and in any subsequent years in which the Company fails to complete the payment of the entire $5 million, it must make quarterly cash payments to LSG of $25,000.
Given that permitting for operations on the Property is still to be completed, on January 11, 2017 LSG agreed to defer payment of all amounts due in accordance with the mineral option agreement until further notice. On January 17, 2017, the Company and LSG agreed that as of January 1, 2017, all outstanding balances shall carry a compound interest rate of 5% per annum. It was further agreed that the ongoing payment deferral shall apply to both interest and principal. The total amount of such fees due at March 31, 2018 was $348,889 (December 31, 2017: $323,913), with total interest due in the amount of $17,263 (December 31, 2017: $11,196).
The Company has agreed with LSG that upon the successful completion of a toll milling agreement after permitting is achieved, it will have the basis to form a joint management committee to outline work programs and budgets, as contemplated in the option agreement, and for the Company to act as the operator of the property.
The Company assessed its mineral property interest to the date of issue of these financial statements and concluded that facts and circumstances do not suggest that the mineral property interest’s carrying value exceeds its recoverable amount and therefore no impairment is required.
During the three months ended March 31, 2018, the Company did not issue any shares of its common 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. No preferred shares have been issued.
Options
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, with 25% vesting immediately and a further 25% vesting every six months thereafter for eighteen months. Each option is exercisable into one share of the Company’s common stock at a price of $0.06 per share, equal to the closing price of the common stock on the grant date, for a term of five years. The options had an estimated grant date fair value of $536,750. For the three-month period ended March 31, 2018, $30,819 has been included in Consulting services expense based on fair value estimates determined using the Black-Scholes option pricing model, with an average risk-free rate of 1.96%, a weighted average life of 4.86 years, volatility of 191.75% and dividend yield of 0%. The valuation used average weekly pricing. At March 31, 2018, the options had an intrinsic value of $0 based on the exercise price of $0.06 per option and a market price of $0.0299 per share.
A summary of option activity in the current three-month period and options outstanding at March 31, 2018 is as follows:
| | | | | | |
| | | | | Weighted Average Exercise Price | Weighted Average Life Remaining (Years) | | |
| Balance December 31, 2017 | 9,500,000 | 4,750,000 | $0.06 | $0.06 | 4.12 | | - |
| Issued | - | - | - | - | - | - | - |
| Expired | - | - | - | - | - | - | - |
| Exercised | - | - | - | - | - | - | - |
| Vested | - | 2,375,000 | $0.06 | $0.06 | - | | - |
Balance March 31, 2018 | 9,500,000 | 7,125,000 | $0.06 | $0.06 | 3.88 | | - |
LODE-STAR MINING INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017
(Unaudited)
| 4. | CAPITAL STOCK (Continued) |
Warrants
During the three months ended March 31, 2018, no warrants to purchase shares of common stock were issued, exercised or expired. At March 31, 2018, warrants issued in 2015 had an intrinsic value of $33,027, based on the exercise price of $0.02 per warrant and a market price of $0.0299 per share.
A summary of warrant activity in the current three-month period and warrants outstanding at March 31, 2018 is as follows:
| | | | Weighted Average Exercise Price | Weighted Average Life Remaining (Years) | | |
| Balance December 31, 2017 | 3,336,060 | $0.02 | $0.02 | 2.86 | | $40,033 |
| Issued | - | - | - | - | - | - |
| Expired | - | - | - | - | - | - |
| Exercised | - | - | - | - | - | - |
Balance outstanding and exercisable at March 31, 2018 | 3,336,060 | $0.02 | $0.02 | 2.61 | | $33,027 |
At March 31, 2018, the Company had the following loans payable:
i)
$1,000 (December 31, 2017 - $1,000): unsecured; interest at 15% per annum; originally due on April 20, 2012. Accrued interest payable on the loan at March 30, 2018 was $3,405 (December 31, 2017: $3,368). During the first three months of 2018, the Company repaid $0 (2017: $0) on this loan.
ii)
$20,000 (December 31, 2017 - $25,000): unsecured; interest at 10% per annum from January 10, 2015.
●
The outstanding principal, and any accrued interest was due and payable in full on written demand (not received to date) on the earlier of June 9, 2015 or the date on which the Company completes one or more debt or equity financings that generate aggregate gross proceeds of at least $250,000;
●
The Company has the right to repay all or any part of the Principal and any accrued interest to the lender at any time and from time to time, without any premium.
●
There are no changes to the terms due to the loan being in default.
●
Accrued interest payable on the loan at March 31, 2018 was $18,627 (December 31, 2017: $17,687). During the first three months of 2018, the Company repaid $5,000 (2017: $5,000) on this loan.
Total interest accrued on the above loans at March 31, 2018 was $22,032 (December 31, 2017: $21,055).
| 6. | RELATED PARTY TRANSACTIONS AND AMOUNTS DUE |
At March 31, 2018, the Company had the following amounts due to related parties:
i)
$41,395 (December 31, 2017 - $39,783): unsecured; interest at 5% per annum; with no specific terms of repayment, due to the President of the Company. Accrued interest payable on the loan at March 31, 2018 was $7,431 (December 31, 2017: $6,641). During the current three-month period, the Company made no repayments to or borrowed any additional amounts from the President. The change in value was entirely due to fluctuation in foreign exchange rates.
ii)
$445,000 (December 31, 2017 - $420,000): unsecured; interest at 5% per annum from January 1, 2015; with no specific terms of repayment, due to LSG, the Company’s majority shareholder. Accrued interest payable on the loan at March 31, 2018 was $50,520 (December 31, 2017: $45,047). During the three months ended March 31, 2018, the Company borrowed $25,000 (2017: $25,000) from LSG.
iii)
$190,949 (December 31, 2017 - $173,930): unsecured; interest at 5% per annum; with no specific terms of repayment, due to LSG, the Company’s majority shareholder. Accrued interest payable on the loan at March 31, 2018 was $13,112 (December 31, 2017: $12,334). During the three months ended March 31, 2018, LSG paid expenses directly on behalf of the Company totaling $17,019 (2017: $16,040).
iv)
$3,975 (December 31, 2017 - $3,725): unsecured; non-interest bearing; with no specific terms of repayment, due to the controlling shareholder of LSG. The change in value was entirely due to fluctuation in foreign exchange rates.
LODE-STAR MINING INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017
(Unaudited)
| 6. | RELATED PARTY TRANSACTIONS AND AMOUNTS DUE (Continued) |
Total interest accrued on the above related party loans at March 31, 2018 was $71,062 (December 31, 2017: $64,022).
During the period ended March 31, 2018, there was a $1,861 foreign exchange loss (2017: $216) resulting from related party loan amounts in non-US currency. Stock-based compensation to related parties of $31,363 (2017: $156,826) was also incurred during the period ended March 31, 2018.
During the three months ended March 31, 2018, the Company incurred $24,976 (2017: $24,976) in mineral option fees and $6,067 (2017: $2,761) in interest payable to LSG, which were accrued as of that date. The total amount of such fees due at March 31, 2018 was $348,888 (December 31, 2017: $323,913), with total interest due in the amount of $17,263 (December 31, 2017: $11,196).
At March 31, 2018, the total due to related parties of $1,118,533 (December 31, 2017: $1,036,569) is comprised of the following:
■
Loans and accrued interest - $752,381 (December 31, 2017: $701,460)
■
Mineral option fees payable and accrued interest - $366,152 (December 31, 2017: $335,109)
An additional $3,625 (December 31, 2017: $Nil) owing to the Company’s President was outstanding in accounts payable as at March 31, 2018.
The President provides a full spectrum of senior management services, functioning also as the Company’s CEO and CFO, at no cost to the Company.
| 7. | CONTRACTUAL OBLIGATIONS AND COMMITMENTS |
See Note 3 for details about the Company’s obligations and commitments regarding its Mineral Property Interest.
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 financial statements and related notes appearing elsewhere in this Quarterly Report. In addition to historical financial information, the following discussion includes a number of 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
Mineral Property Interest
On August 29, 2014, we entered into a Letter of Intent (the “LSG LOI”) with Lode-Star Gold, Inc. (“LSG"), a private Nevada corporation, pursuant to which we agreed to issue shares of our common stock and make certain payments to LSG in consideration for the acquisition of an interest in LSG's Nevada Goldfield Bonanza property (the “Property”). LSG would acquire control of us as a result of the intended transaction.
On October 4, 2014, we entered into a definitive mineral option agreement (the "Option Agreement") which superseded the LSG LOI. Pursuant to the Option Agreement, we issued LSG 35,000,000 shares of our common stock in exchange for a 20% undivided interest in the Property (the “Acquisition”). In order to earn an additional 60% undivided interest in the Property (for a total of 80%), we are required to fund all expenditures on the Property and pay LSG an aggregate of $5 million in cash in the form of a net smelter returns ("NSR") royalty, each beginning on the closing date of a subscription agreement for the shares (the “Closing Date”). Until we have earned the additional 60% interest, the NSR royalty will be split with 79.2% to LSG, 19.8% to and 1% to the former Property owner.
The Property is located in west-central Nevada, in the Goldfield Mining District at Latitude 37° 42’, and Longitude 117° 14’. The claims comprising the Property are located in surveyed sections 35 and 36, Township 2 South, Range 42 East, and in sections 1, 2, 11, and 12, Township 3 South, Range 42 East, in Esmeralda County, Nevada. The Property is accessible by traveling approximately one-half mile northeast of the community of Goldfield, along a county-maintained road that originates at U.S. Highway 95, which runs through “downtown” Goldfield. The town of Goldfield, which is the Esmeralda county seat (population 300), is approximately 200 air miles south of Reno and 180 air miles north of Las Vegas.
The Property consists of 31 patented claims covering a total of approximately 460 acres, or 186 hectares. The claims are owned as private land by LSG, and only annual property taxes must be paid. Operations are managed from a 6,000 sq. ft. office and warehouse facility complete with showers and laundry amenities. Two residential trailer sites are immediately adjacent to this building for crew needs. All properties, claims, buildings, equipment, and supplies are owned by LSG and we have free access to utilize and manage all the above-noted items.
The Property has one working shaft, the February Premier, which has access to the 300 ft level, with approximately 1/2 mile of ventilated drift. Underground work has identified 2 high-grade gold-bearing zones which the company plans to further explore. Given that the most prudent exploration must take place underground, we are applying through LSG for a "Surface Separation Facility” through the Nevada Department of Environmental Protection (NDEP). The program that we envision undertaking includes the mining of approximately 10,000 tons of non-NI 43-101 compliant gold mineralization at an approximate grade of 0.9 ounces per ton. The estimated grade is based on historic drilling work done by LSG, for which the 1.5-inch core samples were consumed by assay requirements. In order to provide adequate sample weights to the assaying lab, the entire core was processed for individual samples. While we have encountered several additional high-grade drill anomalies throughout the property, it is important to note that we have no proven and/or probable reserves at the present time and therefore the program is exploratory in nature.
The Property has two operating water monitoring wells (completed April 15, 2016) that are mandatory for us to receive a water pollution control permit. Part of the permitting application is for the allowance of the company to store its waste rock underground. The property has no milling on site and we must rely on a third party to receive our mineralized material and tombstone our tailings.
Our primary objective remains the completion of our Surface Separation Facility permit, to allow processing of material extracted from our targeted underground zones. This entails having a toll milling agreement with an existing milling operation to handle processing of our mineralized material, as well as the tomb-stoning of the tailings from that mineralized material. On February 17, 2017, we executed an agreement with Scorpio Gold Corporation for a pilot toll milling test. We completed the first test in May 2017 and both companies have determined that further testing needs to be completed to determine a definitive cost analysis and other operational details. The sample processed was historic material stockpiled on the property surface and therefore of limited metallurgical value, but indicative of material that will be run through the mill. Milling throughput did identify specific equipment configuration details that need to be considered for future runs. The Company expects to provide material from its targeted underground zone for more comprehensive milling results when we are permitted to do so.
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) |
Recent Developments
For Q1 2018, all work and processes as described below are continuing. No material, additional developments have occurred since December 31, 2017.
Permitting for operations on the Property has not been completed. We filed our permit application with NDEP on April 5, 2017. NDEP has completed its Administrative Review of the application and is underway with its Technical Review. We received NDEP’s response letter on October 20, 2017 requesting additional information on a small number of engineering and hydrology concerns, as well as recommendations on some additional matters. Following a successful review by NDEP of our reply dated March 20, 2018, the permit will be put out for public review for a period expected to be no longer than 60 days.
The Company has filed its Notification of Commencement to both State of Nevada and Federal MSHA agencies, in order to reoccupy our mine workings. The company has filed with MSHA for Small and Remote Mine Application for Alternative Mine Rescue Capability and is awaiting review of that. In accordance with MSHA guidelines, we are in the process of re-occupying our underground workings.
We have agreed with LSG that upon the successful completion of a toll milling agreement, we will have the basis to form a joint management committee to outline work programs and budgets, as contemplated in our Option agreement dated October 4, 2014, and for us to act as the operator of the property.
Personnel
We have no employees. Our president and CEO, Mark Walmesley, receives no compensation for his services. We expect to continue to use outside consultants, advisors, attorneys and accountants as necessary.
Our Chief Operating Officer, Thomas Temkin, who is also a director, is a Certified Professional Geologist and a Qualified Person under National Instrument (NI) 43101, with more than 38 years of experience in the mining industry, primarily in exploration in the Western United States. He is currently a consulting geologist working with LSG. Mr. Temkin has been associated with LSG and the Property for over 15 years and has been instrumental through its entire exploration program to date.
Our Corporate Secretary, Pam Walters, has been associated with the mining industry for over 25 years and has managed the corporate finance and business operations of LSG and its owners.
Plan of Operations
As noted above, our primary objective remains the completion of our Surface Separation Facility permit, to allow processing of material extracted from our targeted underground zones. This entails having a toll milling agreement with an existing milling operation to handle processing of our mineralized material, as well as the tomb-stoning of the tailings from that mineralized material
The following specialists in underground permitting of narrow vein, high sulfide mines are charged with executing the permitting process:
· Rubicon Environmental Consulting is the lead consultant
· Hydrogeologica Inc. consults on water and geology
· Tierra Group International consults on mine planning and engineering
Unique to our permitting is the proposed underground area of work named the Red Hills Stope Zone. It is 150 feet above the 450-foot-deep water table, making the mine essentially a dry mine.
The mine’s 300-foot level workings has pockets of unused volume where our potentially acid-generating waste rock can be stored. This means no waste rock will come to the surface and LSM will avoid, for the short-term, the expense of having to build and maintain a surface storage facility.
We are hopeful that these two mitigating circumstances will make our permitting process more rapid and therefore, the costs of execution and infrastructure improvements will be kept at a minimum.
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) |
Permitting costs to date are approximately $240,000 and are anticipated to total $250,000, as follows:
| Rubicon | $40,000 |
| Hydrogeologica | $135,000 |
| Tierra | $75,000 |
| State / NDEP | $0 |
| Total | $250,000 |
In addition to the permitting costs we expect 1-year development costs to come in as follows:
| Site and Surface Preparation | $100,000 |
| Equipment and Mining Materials | $500,000 |
| Underground Rehab & Preliminary Mine Development | $110,000 |
| Ore Grade Control | $50,000 |
| Red Hill's Vein Zone Work | $270,000 |
| General Corporate and Administration Fees | $720,000 |
Exploration
The Company is currently structuring a drill program, targeting expansion of its known gold zones as soon as permitting is achieved.
Funding
The Property continues to be advanced by work executed by LSG. This interim advancement will continue for the foreseeable future.
We do not currently have sufficient 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. Currently we are active in contacting broker/dealers regarding possible financing arrangements; however, we do not currently have any arrangements in place to complete any private placement financings and 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.
Going Concern
Our auditors have issued a going concern opinion. This means that 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 for cash at this time is investments by others in our common stock, or loans. 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.
Results of Operations
The following summary of our results of operations should be read in conjunction with our financial statements for the period ended March 31, 2018 which are included above in Part I, Item 1.
| | Three Months Ended March 31 | |
| | | | | |
| | $ | $ | $ | |
| Revenue | - | - | - | - |
| Operating Expenses | 105,544 | 250,183 | (144,639) | (58%) |
| Operating Loss | (105,544) | (250,183) | 144,639 | (58%) |
| Other Income (Expense) | (13,999) | (10,775) | (3,224) | 30% |
| Net Loss | (119,543) | (260,958) | 141,415 | (54%) |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) |
Revenues
We had no operating revenues during the three-months ended March 31, 2018 and 2017. We recorded a net loss of $119,543 for the current quarter and have an accumulated deficit of $2,491,311. The possibility and timing of revenue being generated from our mineral property interest remains uncertain.
Expenses
Notable year over year differences in expenses for the first quarter are as follows:
| | Three Months Ended March 31 | |
| | | | | |
| Consulting services | $37,119 | $204,797 | $(167,768) | (82%) |
| Office, foreign exchange and sundry | $4,284 | $904 | $3,380 | 374% |
| Professional fees | $22,231 | $4,714 | $17,517 | 372% |
| Interest, bank and finance charges | $13,999 | $10,775 | $3,224 | 30% |
■
Consulting services expense in the 2018 first quarter included approximately $31,000 related to options granted during the first quarter of 2017. In the equivalent 2017 period, consulting expense include approximately $199,000 related to the same options.
■
Office, foreign exchange and sundry expenses were higher in Q1 of 2018 due to approximately $1,000 of license fees and rent incurred after relocating our office from Texas to Nevada, with no 2017 equivalent, and an approximate increase of $2,000 in foreign exchange loss due to fluctuation in the US/Canadian dollar exchange rate.
■
Professional fees were higher in the first quarter of 2018 primarily due to the accrual at March 31, 2018 of accounting and audit services incurred in Q1 2018 for the 2017 year end, with no equivalent accrual at March 31, 2017 for the 2016 year end. Accounting and audit services for the 2016 year end were accrued in Q2 of 2017.
■
Interest, bank and finance charges were higher primarily due to an increase of approximately $3,000 in interest charged in Q1 of 2018 compared to that charged in the equivalent 2017 period on accrued mineral option fees due to LSG.
Balance Sheets at March 31, 2018 and December 31, 2017
Items with notable period-end differences are as follows:
| | | |
| | | | | |
| Accounts payable and accrued liabilities | $19,477 | $8,048 | $11,429 | 142% |
| Due to related parties and accrued interest | $1,118,533 | $1,036,569 | $81,964 | 8% |
| Loans payable and accrued interest | $43,032 | $47,055 | $(4,023) | (9%) |
| Additional paid-in capital | $1,543,691 | $1,512,872 | $30,819 | 2% |
■
Accounts payable increased principally due to accruals at March 31, 2018 of year end accounting and audit services incurred in Q1, 2018.
■
The change in Due to related parties was a result of increased related party loans and accrued interest in the current period of approximately $51,000, together with the accrual of fees and interest due under the terms of our mineral option agreement with LSG of approximately $31,000.
■
Loans payable decreased due to a repayment of $5,000 in loan principal, partially offset by the accrual of interest totaling approximately $1,000.
■
The increase in Additional paid-in capital resulted from the current period expense of a portion of the value assigned to the 9.5 million stock options issued on February 14, 2017, calculated using the Black-Scholes option pricing model.
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) |
Liquidity and Capital Resources
At March 31, 2018, our total assets were $235,369 and our total liabilities were $1,181,042. Our working capital deficiency at March 31, 2018 and December 31, 2017 and the changes between those dates were as follows:
| | | |
| | | | | |
| Current Assets | $5,189 | $4,543 | $646 | 14% |
| Current Liabilities | 1,181,042 | 1,091,672 | 89,370 | 8% |
| Working Capital Deficiency | $(1,175,853) | $(1,087,129) | $(88,724) | 8% |
The increase in our working capital deficiency from December 31, 2017 to March 31, 2018 was primarily due to the increases in Accounts payable of approximately $11,000 and in Due to related parties of approximately $82,000, offset by the decrease of approximately $4,000 in loans payable and accrued interest, each of which are explained above.
Cash Flows
| | Three Months Ended March 31 | |
| | | | | |
| Cash Flows Provided By (Used In): | | | | |
| Operating Activities | $(18,790) | $(13,633) | $(5,157) | 38% |
| Financing Activities | 20,000 | 20,000 | - | - |
| Net increase in cash | $1,210 | $6,367 | $(5,157) | (81)% |
The net increase in cash was lower in Q1 of 2018 than in Q1 of 2017 due to the approximately $5,000 increase in cash used in operating activities and no change in the first quarter of each year in cash provided by financing activities.
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 and Chief Financial Officer concluded that, as of March 31, 2018, 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.
| ITEM 4. | CONTROLS AND PROCEDURES. (Continued)
|
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
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 period ended December 31, 2017.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
We had no unregistered sales of securities during the three months ended March 31, 2018.
Other than as disclosed 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.
The following documents are included herein:
| 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 |
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 14th day of May 2018.
| | LODE-STAR GOLD INC. | |
| | | | |
| | BY | “Mark Walmesley” | |
| | | Mark Walmesley | |
| | | President, Principal Executive Officer, Treasurer, Principal Financial 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 and Chief Financial Officer | May 14, 2018 |
| Mark Walmesley | | |
| | | |
| | | |
/s/ Thomas Temkin | Director and Chief Operating Officer | May 14, 2018 |
| Thomas Temkin | | |
EXHIBIT INDEX
| 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 |
