U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2008
Commission File Number 333-150385
GREEN STAR MINING CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
1624 S. Lincoln Street
Spokane, WA 99203
(Address of principal executive offices, including zip code.)
(509) 590-8995
(Telephone number, including area code)
Copy to:
Robert C. Weaver, Jr.
721 Devon Court
San Diego, CA 92109
Phone (858)488-4433 Fax (858) 488-2555
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 [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 or the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 2,500,000 shares as of October 8,
2008.
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the 3 months ended August 31,
2008, prepared by the company, immediately follow.
2
Green Star Mining, Corp.
(An Exploration Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
As of As of
August 31, February 29,
2008 2008
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 23,487 $ 15,000
-------- --------
TOTAL CURRENT ASSETS 23,487 15,000
-------- --------
TOTAL ASSETS $ 23,487 $ 15,000
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ -- $ 9,000
-------- --------
TOTAL CURRENT LIABILITIES -- 9,000
-------- --------
TOTAL LIABILITIES -- 9,000
-------- --------
STOCKHOLDERS' EQUITY
Common stock, ($0.0001 par value, 100,000,000 shares authorized;
2,500,000 and 1,500,000 shares issued and outstanding
as of August 31, 2008 and February 29, 2008 respectively 250 150
Additional paid-in capital 39,750 14,850
Deficit accumulated during exploration stage (16,513) (9,000)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 23,487 6,000
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 23,487 $ 15,000
======== ========
See Notes to Financial Statements
3
Green Star Mining, Corp.
(An Exploration Stage Company)
Statement of Operations
- --------------------------------------------------------------------------------
January 22, 2008
Three Months Six Months (inception)
Ended Ended through
August 31, August 31, August 31,
2008 2008 2008
---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ --
---------- ---------- ----------
TOTAL REVENUES -- -- --
GENERAL & ADMINISTRATIVE EXPENSES 3,234 7,513 16,513
---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES (3,234) (7,513) (16,513)
---------- ---------- ----------
NET INCOME (LOSS) $ (3,234) $ (7,513) $ (16,513)
========== ========== ==========
BASIC EARNING (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.01)
========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 1,945,652 1,692,488 1,692,488
========== ========== ==========
See Notes to Financial Statements
4
Green Star Mining, Corp.
(An Exploration Stage Company)
Statement of Cash Flows
- --------------------------------------------------------------------------------
January 22, 2008
Six Months (inception)
Ended through
August 31, August 31,
2008 2008
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (7,513) $(16,513)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Increase(Decrease) Accounts Payable (9,000) --
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (16,513) (16,513)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- --
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 100 250
Additional paid-in capital 24,900 39,750
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 25,000 40,000
-------- --------
NET INCREASE (DECREASE) IN CASH 8,487 23,487
CASH AT BEGINNING OF PERIOD 15,000 --
-------- --------
CASH AT END OF YEAR $ 23,487 $ 23,487
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ --
======== ========
Income Taxes $ -- $ --
======== ========
See Notes to Financial Statements
5
GREEN STAR MINING CORP.
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2008
- --------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Green Star Mining Corp. (the Company) was incorporated under the laws of the
State of Delaware on January 22, 2008. The Company was formed to engage in the
acquisition, exploration and development of natural resource properties.
The Company is in the exploration stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
The Company has not commenced operations.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a February 28, year-end.
BASIC EARNINGS (LOSS) PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective January 22, 2008 (date of
inception).
Basic net earnings (loss) per share amounts are computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.
6
GREEN STAR MINING CORP.
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2008
- --------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), "Accounting for Income Taxes". A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting and net operating loss carryforwards. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS
In September 2006, the SEC issued SAB No. 108, "Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements." SAB No. 108 addresses how the effects of prior year uncorrected
misstatements should be considered when quantifying misstatements in current
year financial statements. SAB No. 108 requires companies to quantify
misstatements using a balance sheet and income statement approach and to
evaluate whether either approach results in quantifying an error that is
material in light of relevant quantitative and qualitative factors. SAB No. 108
is effective for periods ending after November 15, 2006. The adoption of SAB No.
108 had no material effect on the Company's financial statements.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measures". This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), expands disclosures about
fair value measurements, and applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 does not require any new
fair value measurements. However, the FASB anticipates that for some entities,
the application of SFAS No. 157 will change current practice. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, which for the Company would be the fiscal year beginning
March 1, 2008. The Company is currently evaluating the impact of SFAS No. 157
but does not expect that it will have a material impact on its financial
statements.
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Post-retirement Plans." This Statement
requires an employer to recognize the over funded or under funded status of a
defined benefit post retirement plan (other than a multi-employer plan) as an
asset or liability in its statement of financial position, and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income. SFAS No. 158 is effective for fiscal years ending after
December 15, 2006. The implementation of SFAS No. 158 had no material impact on
the Company's financial position and results of operations.
7
GREEN STAR MINING CORP.
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2008
- --------------------------------------------------------------------------------
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS (CONTINUED)
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". This statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. The Company is currently assessing the impact
of SFAS No. 159 on its financial position and results of operations.
NOTE 4. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had no operations during the period from January 22, 2008 (date of
inception) to August 31, 2008 and generated a net loss of $ 16,513. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. Because the Company is currently in the exploration stage and has
minimal expenses, management believes that the company's current cash of $
23,487 is sufficient to cover the expenses they will incur during the next
twelve months in a limited operations scenario.
NOTE 5. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common.
NOTE 6. RELATED PARTY TRANSACTIONS
Nan E. Weaver, the sole officer and director of the Company may, in the future,
become involved in other business opportunities as they become available, and
she may face a conflict in selecting between the Company and her other business
opportunities. The Company has not formulated a policy for the resolution of
such conflicts.
Nan E. Weaver, sole officer and director of the Company, will not be paid for
any underwriting services that she performs on behalf of the Company with
respect to the Company's current S-1 offering.
8
GREEN STAR MINING CORP.
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2008
- --------------------------------------------------------------------------------
NOTE 7. INCOME TAXES
As of August 31, 2008
---------------------
Deferred tax assets:
Net operating tax carry forwards $ 16,513
Tax rate 34%
--------
Gross deferred tax assets 5,614
Valuation allowance (5,614)
--------
Net deferred tax assets $ 0
========
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carry
forwards are expected to be available to reduce taxable income. As the
achievement of required future taxable income is uncertain, the Company recorded
a valuation allowance.
NOTE 8. NET OPERATING LOSSES
As of August 31, 2008, the Company has a net operating loss carry forwards of
approximately $16,513. Net operating loss carry forwards expires twenty years
from the date the loss was incurred.
NOTE 9. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.
On January 25, 2008, the Company issued a total of 1,500,000 shares of common
stock to Nan E. Weaver for cash in the amount of $0.01 per share for a total of
$15,000.
On July 22, 2008 the Company issued a total of 1,000,000 shares of common stock
to individuals for cash in the amount of $0.025 per share for a total of $
25,000.
As of August 31, 2008 the Company had 2,500,000 shares of common stock issued
and outstanding.
NOTE 10. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of August 31, 2008:
Common stock, $ 0.0001 par value: 100,000,000 shares authorized; 2,500,000
shares issued and outstanding.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This quarterly report on Form 10-Q contains forward-looking statements that
involve risk and uncertainties. We use words such as "anticipate", "believe",
"plan", "expect", "future", "intend", and similar expressions to identify such
forward-looking statements. Investors should be aware that all forward-looking
statements contained within this quarterly report are good faith estimates of
management as of the date of this quarterly report. Our actual results could
differ materially from those anticipated in these forward-looking statements for
many reasons.
GREEN STAR MINING CORP.
We are an exploration stage company engaged in the acquisition and exploration
of mineral properties. Green Star Mining Corp. was incorporated in the State of
Delaware on January 22, 2008. We are an exploration stage company with no
revenues or operating history. The principal executive offices are located at
1624 S. Lincoln Street, Spokane, WA 99203. The phone number is (509) 590-8995.
We received our initial funding of $15,000 through the sale of common stock to
our director who purchased 1,500,000 shares of common stock at $.01 per share on
January 25, 2008. On July 22, 2008 we issued a total of 1,000,000 shares of
common stock to 30 individuals for cash in the amount of $0.025 per share for a
total of $25,000. From inception until the date of this quarterly report, we
have had limited operating activities. Our financial statement from inception
(January 22, 2008) through August 31, 2008 report no revenues and a net loss of
$16,513. Our independent auditor has issued an audit opinion for Green Star
Mining Corp. which includes a statement expressing substantial doubt as to our
ability to continue as a going concern.
We currently own a 100% undivided interest in a mineral property, the Golden
Princess Lode Mining Claim, located in the State of Nevada that we call the
"Golden Princess Property." The Golden Princess Property consists of an area of
approximately 20 acres located in the Sunset Mining District, Clark County,
Nevada. Title to the Golden Princess Property is held by Green Star Mining Corp.
Our plan of operation is to conduct mineral exploration activities on the Golden
Princess Property in order to assess whether it possess deposits of minerals
capable of commercial extraction.
We have not earned any revenues to date. We do not anticipate earning revenues
until such time as we enter into commercial production of our mineral
properties. We are presently in the exploration stage of our business and we can
provide no assurance that we will discover commercially exploitable levels of
mineral resources on our property, or if such deposits are discovered, that we
will enter into further substantial exploration programs.
As of the date of this quarterly report, there is no public trading market for
our common stock and no assurance that a trading market for our securities will
ever develop.
10
PLAN OF OPERATION
Our cash balance is $23,487 as of August 31, 2008. We believe our cash balance
is sufficient to fund our operations for the next twelve months. If we
experience a shortage of funds prior to generating revenues, we may utilize
funds from our director, who has informally agreed to advance funds to allow us
to pay for operating costs, however she has no formal commitment, arrangement or
legal obligation to advance or loan funds to the company. We are an exploration
stage company and have generated no revenue to date. We have sold $40,000 in
equity securities to pay for our operations.
Our auditor has 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 bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that stage.
Our plan of operation is to conduct mineral exploration activities on the Golden
Princess Property in order to assess whether the property contains mineral
reserves capable of commercial extraction. Our exploration program is designed
to explore for commercially viable deposits of silver, gold and other minerals.
We have not, nor has any predecessor, identified any commercially exploitable
reserves of these minerals on the Golden Princess Property.
Our plan of operation for the next twelve months is to complete the first phase
of the exploration program on our claim consisting of geological mapping, soil
sampling and rock sampling. In addition to the $17,500 we anticipate spending
for Phase 1 and 2 for the exploration program as outlined below, we anticipate
spending an additional $7,500 on professional and administrative fees, including
fees payable in connection with the filing of this registration statement and
complying with reporting obligations. Total expenditures over the next 12 months
are therefore expected to be approximately $25,000. If we experience a shortage
of funds prior to funding during the next 12 months, we may utilize funds from
our director, who has informally agreed to advance funds to us, however she has
no formal commitment, arrangement or legal obligation to advance or loan funds
to the company.
We engaged Mr. Laurence Sookochoff, P. Eng., to prepare a geological evaluation
report on the Golden Princess Property. Mr. Sookochoff's report summarizes the
results of the history of the exploration of the mineral claims, the regional
and local geology of the mineral claims and the mineralization and the
geological formations identified as a result of the prior exploration in the
claim areas. The geological report also gives conclusions regarding potential
mineralization of the mineral claims and recommends a further geological
exploration program on the mineral claims. The exploration program recommended
by Mr. Sookochoff is as follows:
11
Phase Exploration Program Cost Status
----- ------------------- ---- ------
Phase I VLF-EM and magnetometer surveys $ 6,500 Expected to be completed in winter, 2009
(dependent on consulting geologist's
schedule).
Phase II Localized soil surveys, trenching $11,000 Expected to be completed in spring, 2009
and sampling over known and indicated (depending on the results of Phase 1, and
mineralized zones consulting geologist's schedule).
Phase III Test Diamond drilling outlined by Phase 1 $65,000 Expected to be completed in summer, 2009
and 2 programs. (depending on the results of Phase 2, and
consulting geologist's schedule.)
TOTAL ESTIMATED COST $82,500
We plan to commence Phase I of the exploration program on the claim in winter,
2008. We expect this phase to take 14 days to complete and an additional two
months for the consulting geologist to receive the results of the assay lab and
prepare his report.
The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates. To date, we have not commenced
exploration.
Following Phase I of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with Phase II of our
exploration program. The estimated cost of this program is $11,000 and will take
approximately 10 days to complete and an additional two months for the
consulting geologist to receive the results from the assay lab and prepare his
report.
Following Phase II of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with Phase III of our
exploration program if we are able to raise the funds necessary. The estimated
cost of this program is $65,000 and will take approximately 2 weeks to complete
and an additional two months for the consulting geologist to receive the results
from the assay lab and prepare his report.
We anticipate commencing Phase II of our exploration program in spring, 2009,
depending on whether Phase 1 program proves successful in identifying mineral
deposits. Subject to financing, we anticipate commencing Phase III of our
exploration program in summer 2009, depending on whether Phase II program proves
successful in identifying mineral deposits. We have a verbal agreement with
Laurence Sookochoff, P. Eng., the consulting geologist who prepared the geology
report on our claim, to retain his services for our planned exploration program.
We will require additional funding to proceed with Phase III and any subsequent
work on the claim, we have no current plans on how to raise the additional
funding. We cannot provide investors with any assurance that we will be able to
raise sufficient funds to proceed with any work after the first two phases of
the exploration program.
12
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
We incurred operating expenses of $3,234 for the three months ended August 31,
2008. These expenses consisted of general operating expenses and professional
fees incurred in connection with the day to day operation of our business and
the preparation and filing of our reports with the Securities and Exchange
Commission. Our net losses from inception through August 31, 2008 were $16,513.
As we were incorporated in January 2008, there are no comparative figures from
previous years.
Cash provided by financing activities for the period from inception through
August 31, 2008 was $40,000 consisting of $15,000 from the sale of 1,500,000
shares of common stock to the director of the company for $0.01 per share and
$25,000 from the sale of 1,000,000 shares of common stock to 30 individuals for
cash in the amount of $0.025 per share.
LIQUIDITY AND CAPITAL RESOURCES
We are an exploration stage company and have generated no revenue to date.
At August 31, 2008 our cash in the bank was $23,487. In order to achieve our
exploration program goals, we needed to complete our offering of registered
shares pursuant to our S-1 Registration Statement filed with the SEC under file
number 333-150385 which became effective on May 8, 2008. The offering was
completed in July 2008.
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 bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that point.
ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.
13
Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
- ----------
* Exhibit is incorporated by reference and can be found in its entirety in
our Registration Statement on Form S-1 (SEC File Number 333-150385) on the
website at www.sec.gov
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf in Spokane, WA, by the undersigned, thereunto duly authorized.
October 8, 2008 Registrant: Green Star Mining Corp.
By: /s/ Nan E. Weaver
----------------------------------------------
Nan E. Weaver, Director, President, Secretary,
Treasurer and Chief Financial Officer
(Principal Executive Officer and Principal
Accounting Officer)
14