| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
FORM
| QUARTERLY
REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
file number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code.)
(Telephone number, includindg 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.
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 |
| o | 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. o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o
State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: at May 23, 2022.
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TABLE OF CONTENTS
2
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
LODE-STAR MINING INC.
INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021
(Unaudited)
3
LODE-STAR MINING INC.
BALANCE SHEETS
(Unaudited)
| MARCH 31 | DECEMBER 31 | |||||||
| 2022 | 2021 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid fees | ||||||||
| Total current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS DEFICIENCY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Due to related parties and accrued interest | ||||||||
| Total current liabilities | ||||||||
| STOCKHOLDERS DEFICIENCY | ||||||||
| Capital Stock | ||||||||
| Authorized: voting common shares and preferred shares; Issued: common shares and preferred shares at March 31, 2022; common shares and preferred shares at December 31, 2021 | ||||||||
| Shares To Be Issued – Series A convertible preferred shares | ||||||||
| Additional Paid-In Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total stockholders deficiency | ( | ) | ( | ) | ||||
| Total liabilities and stockholders deficiency | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited interim financial statements.
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LODE-STAR MINING INC.
STATEMENTS OF OPERATIONS
(Unaudited)
| THREE MONTHS ENDED | ||||||||
| MARCH 31 | ||||||||
| 2022 | 2021 | |||||||
| Revenue | $ | $ | ||||||
| Operating Expenses | ||||||||
| Consulting services | ||||||||
| Corporate support services | ||||||||
| Exploration and evaluation | ||||||||
| Mineral option fees | ||||||||
| Office, foreign exchange and sundry | ||||||||
| Professional fees | ||||||||
| Transfer and filing fees | ||||||||
| Total operating expenses | ||||||||
| Operating Loss | ( | ) | ( | ) | ||||
| Other Expenses | ||||||||
| Interest, bank and finance charges | ( | ) | ( | ) | ||||
| Net Loss For The Period | $ | ( | ) | $ | ( | ) | ||
| Basic And Diluted Net Loss Per Common Share | $ | ( | ) | $ | ( | ) | ||
| Weighted Average Number of Common Shares Outstanding – Basic and Diluted | ||||||||
The accompanying notes are an integral part of these unaudited interim financial statements.
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LODE-STAR MINING INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
| THREE MONTHS ENDED | ||||||||
| MARCH 31 | ||||||||
| 2022 | 2021 | |||||||
| Operating Activities | ||||||||
| Net loss for the period | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Foreign exchange loss | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Accrued mineral option fees | ||||||||
| Accrued interest payable | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Financing Activities | ||||||||
| Proceeds from loans payable – related parties | ||||||||
| Net cash provided by financing activities | ||||||||
| Net Decrease In Cash | ( | ) | ||||||
| Cash, Beginning of Period | ||||||||
| Cash, End of Period | $ | $ | ||||||
| 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 | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited interim financial statements.
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LODE-STAR MINING INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIENCY
| NUMBER OF COMMON SHARES | PAR VALUE | SHARES TO BE ISSUED | ADDITIONAL PAID-IN CAPITAL | ACCUMULATED DEFICIT | TOTAL | |||||||||||||||||||
| Balance, January 1, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss for the period | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||
| Balance, March 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| NUMBER OF COMMON SHARES | PAR VALUE | SHARES TO BE ISSUED | ADDITIONAL PAID-IN CAPITAL | ACCUMULATED DEFICIT | TOTAL | |||||||||||||||||||
| Balance, January 1, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Shares issued on cashless exercise of stock options | - | ( | ) | - | - | |||||||||||||||||||
| Net loss for the period | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||
| Balance, March 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these unaudited interim financial statements.
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LODE-STAR MINING INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021
(Unaudited)
| 1. | BASIS OF PRESENTATION AND NATURE OF OPERATIONS |
Lode-Star Mining Inc. was incorporated in the State of Nevada on December 9, 2004 for the purpose of acquiring and exploring mineral properties. The Companys principal executive offices are located in Reno, Nevada.
On December 28, 2021, the Company acquired from Sapir Pharmaceuticals, Inc., a Delaware company (Sapir), all of the assets used in connection with the proprietary stabilized formulation of the Epigallocatechin-gallate (EGCG) molecule for further pharmaceutical development (the Assets). The consideration for these Assets is 1,000,000 shares of Series A Convertible Preferred Stock where each preferred share is convertible into 450 shares of common stock. These preferred shares have not been issued at May 23, 2022.
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 $
In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and the related adverse public health developments have adversely affected workforces, economies, and financial markets, leading to a global economic downturn. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID- 19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions.
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 Companys financial position and the results of its operations for the periods presented. These financial statements should be read in conjunction with the Companys financial statements and notes thereto included in the Companys report on Form 10-K for the year ended December 31, 2021. 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 21, 2021, 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 Companys financial statements for the fiscal year ended December 31, 2021, have been omitted. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of results for the entire year ending December 31, 2022.
| 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 managements 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.
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LODE-STAR MINING INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Unaudited)
| 3. | MINERAL PROPERTY INTEREST |
The Companys 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 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 Companys 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.
The exercise of the 60% option was segregated into two separate 30% options, such that the Company may earn a 30% interest in the Property (for a total of 50%) (the Second Option) by completing the following actions:
| ● | paying LSG $5 million in cash from the Propertys mineral production proceeds in the form of a NSR royalty (the Initial Payment); |
| ● | paying LSG all accrued and unpaid penalty payments under the Option Agreement; |
| ● | repaying to LSG (i) all loans, advances or other payments made by LSG to the Company and (ii) all expenditures on the Property funded by or on behalf of LSG until the date on which the Initial Payment has been completed; and |
| ● | funding all expenditures on the Property until the date on which the Initial Payment has been completed. |
Following the exercise of the Second Option, the Company may earn an additional 30% interest in the Property (for a total of 80%) (the Third Option) by completing the following actions:
| ● | paying LSG a further $5 million in cash from the Propertys mineral production proceeds in the form of an NSR royalty (the Final Payment); and |
| ● | funding all expenditures on the Property from the date on which the Second Option is exercised until the date on which the Final Payment has been completed. |
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.
On
January 11, 2017, LSG agreed to defer payment of all amounts due in accordance with the mineral option agreement until further notice,
however $25,000 per quarter plus interest on amounts due will still be accrued. 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 December 31, 2020 was $
Termination of the Option Agreement
On January 14, 2022, the Company executed a settlement and termination agreement (the Settlement Agreement) with LSG to terminate the Option Agreement between the parties. Pursuant to the Settlement Agreement, the Company and LSG have agreed to the immediate termination of the Option Agreement (other than certain standard provisions that will survive according to their terms), with the result that the Company will return its 20% undivided interest in and to the Property to LSG. In exchange, LSG agreed to forgive all amounts owing by the Company to LSG under the Option Agreement, which includes $2,246,146 in accrued, unpaid penalties and other payments. The Settlement Agreement also includes a broad mutual release.
The full terms of the Settlement Agreement were agreed to between the parties prior to December 31, 2021, with the formal execution to be completed as soon as the documentation was prepared. Therefore, the impact of the Settlement Agreement was reflected in the financial statements for the year ended December 31, 2021, to most accurately report the Companys financial position on December 31, 2021.
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LODE-STAR MINING INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Unaudited)
| 4. | PHARMACEUTICAL DEVELOPMENT PROJECT |
On December 23, 2021, the Company acquired from Sapir, all of the assets used in connection with the proprietary stabilized formulation of the Epigallocatechin-gallate (EGCG) molecule for further pharmaceutical development (the Assets).
The
consideration to be paid by the Company for these assets is shares of Series A Convertible Preferred Stock nominally valued
at $1.00 per share (to be issued). Sapir has the right to convert each preferred share to 450 shares of common stock. Each preferred
share votes as
The
Company recorded the transaction as an asset acquisition as management concluded that all of the gross value received was related to
the Assets. The fair value of the assets acquired was estimated to be $
Pursuant to the terms of the Purchase Agreement, Sapir, as the holder of the Preferred Stock, agreed that until December 28, 2022, without the prior written consent of the holders of a majority of the common stock of the Company issued and outstanding immediately prior to the closing, it will not (i) cause the Company to effect more than one reverse stock split; (ii) issue any additional shares of Preferred Stock or rights to acquire the same or (iii) create any new series of preferred stock.
At the closing, the parties also executed and delivered a royalty agreement (the Royalty Agreement) pursuant to which the Company shall pay Sapir a royalty equal to five percent (5%) of the gross revenues realized from licenses or products generated or derived from the assets acquired, including all license and/or sublicense fees, development and/or research fees, grants, joint ventures and other royalty payments received directly or indirectly by the Company. The royalty is due each quarter commencing when the Company first receives revenues generated by the assets. The royalty is to be paid for 5 years from the first date that initial proceeds are received by the Company directly or indirectly from the assets, and is automatically extended for a single additional 5-year period unless terminated in accordance with the terms of the Royalty Agreement. No amount has been accrued for the royalty payable as management cannot reliably estimate an amount payable.
| 5. | CAPITAL STOCK |
Capitalization
The authorized capital of the Company is 500,000,000 shares of capital stock, divided into shares of common stock with a par value of $ per share, and shares of preferred stock with a par value of $ 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 common shares and preferred shares. During the three months ended March 31, 2021, the Company issued shares of its common stock on the cashless conversion of 50,000 options.
shares of Series A Convertible Preferred Stock are to be issued to Sapir, as consideration for the Assets. Sapir has the right to convert
each preferred share to
Options
| Options
Outstanding | Weighted
Average Life Remaining (Years) | Intrinsic Value | ||||||||||
| Balance December 31, 2021 | 0.20 | $ | ||||||||||
| Expired | ( | ) | ||||||||||
| Balance March 31, 2022 | - | $ | ||||||||||
All 9,950,000 options issued and outstanding expired on February 22, 2022.
10
LODE-STAR MINING INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Unaudited)
| 6. | RELATED PARTY TRANSACTIONS AND AMOUNTS DUE |
At March 31, 2022, the Company had the following amounts due to related parties:
| i) | $ |
| ii) | $ |
| iii) | $ |
| iv) | $ |
At March 31, 2022, total interest accrued on the above related party loans was $4,002 (December 31, 2021: $3,584).
During
the quarter ended March 31, 2022, the Company incurred $Nil (2021: $
During
the quarter ended March 31, 2022, there was a $
During
the quarter ended March 31, 2022, the Company incurred $Nil (2021: $
| 7. | FINANCIAL INSTRUMENTS |
ASC Topic 820-10 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. These tiers include:
| § | Level 1 – defined as observable inputs such as quoted prices in active markets; |
| § | Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
| § | Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The Company’s financial instruments consist of cash, accounts payable and accrued liabilities, and due to related parties. The Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. Accounts payable and accrued liabilities and amounts due to related parties are measured using “Level 2” inputs as there are no quoted prices in active markets for identical instruments. The carrying values of cash, accounts payable and accrued liabilities, and amounts due to related parties approximate their fair values due to the immediate or short term maturity of these financial instruments.
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| ITEM 2. | MANAGEMENTS 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 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
On December, 28, 2021, we entered into an agreement with Sapir Pharmaceuticals, Inc. to acquire all of the assets used in connection with the proprietary stabilized formulation of the Epigallocatechin-gallate (EGCG) molecule for further pharmaceutical development. The molecule is an antioxidant polyphenol with a variety of potential profound health benefits. The consideration agreed to be paid by us for these assets was 1,000,000 shares of Series A Preferred Stock, nominally valued at $1.00 per share. Sapir has the right to convert each preferred share to 450 shares of common stock. Each share of preferred stock will vote as 450 shares per one share of common stock. At the date of this report, the 1,000,000 shares have not been issued.
Any amendment to the Certificate of Designation designating the rights and preferences of the Preferred Stock requires the consent of the holders of at least two-thirds of the shares of Preferred Stock then outstanding. Pursuant to the terms of the Purchase Agreement, Sapir, as the holder of the Preferred Stock, agreed that until December 28, 2022, without the prior written consent of the holders of a majority of the common stock of the Company issued and outstanding immediately prior to the closing, it will not (i) cause the Company to effect more than one reverse stock split; (ii) issue any additional shares of Preferred Stock or rights to acquire the same or (iii) create any new series of preferred stock. At the closing, the parties also executed and delivered a royalty agreement (the Royalty Agreement) pursuant to which the Company shall pay Sapir a royalty equal to five percent (5%) of the gross revenues realized from licenses or products generated or derived from the Business, including all license and/or sublicense fees, development and/or research fees, grants, joint ventures and other royalty payments received directly or indirectly by the Company. The royalty is due each quarter commencing when the Company first receives revenues generated by the Business. The royalty is to be paid for 5 years from the first date that initial proceeds are received by the Company directly or indirectly from the Business, and is automatically extended for a single additional 5-year period unless terminated in accordance with the terms of the Royalty Agreement.
The foregoing descriptions of the Purchase Agreement, the Royalty Agreement and the Certificate of Designation of Series A Preferred Stock include a summary of all the material provisions but are qualified in their entirety by reference to the complete text of those documents included as Exhibits 10.1, 10.2 and 4.1, respectively, to our report filed on Form 8-K on January 3, 2022 and incorporated herein by reference.
During the quarter ended March 31, 2022 the Company has been in a state of transition as it remains assessing its staffing requirements.
Mineral Property Interest (now terminated) - History
Further to a Mineral Option Agreement (the Option Agreement) dated October 4, 2014, on December 5, 2014, we entered into a subscription agreement (the Subscription Agreement) with Lode-Star Gold INC., a private Nevada corporation (LSG) in which we agreed to issue 35,000,000 shares of our common stock, valued at $230,180, to LSG in exchange for an initial 20% undivided beneficial interest in and to LSGs Goldfield property, which made LSG our largest and controlling shareholder.
LSG was incorporated in the State of Nevada on March 13, 1998 for the purpose of acquiring exploration stage mineral properties. It currently has one shareholder, Lonnie Humphries, who is the spouse of Mark Walmesley, our President and Chief Financial Officer. Mr. Walmesley is also the Director of Operations and a director of LSG.
LSGs Goldfield Bonanza property is comprised of 31 patented mineral claims owned 100% by LSG, located on approximately 460 acres in the district of Goldfield in the state of Nevada (the Property). The Property is clear titled, with a 1% Net Smelter Royalty (NSR) existing in the favor of the original property owner. LSG has rehabbed approximately 1/2 mile of drift at the 300ft level and completed 22 surface core drill holes for a total of 10,400 ft and 152 underground core drill holes for a total of 23,000ft.
LSG acquired the leases to the Property in 1997 and became the registered and beneficial owner of the Property on September 19, 2009. Since the earlier of those dates, it has conducted contract exploration work on the Property but has not determined whether it contains mineral reserves that are economically recoverable. LSG is an exploration stage company and has not generated any revenues since its inception. The Property represented its only material asset.
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| ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) |
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. Surface access on the Property is excellent and the relief is low, at an elevation of approximately 6,000 feet. Vegetation is sparse, consisting largely of sagebrush, rabbitbrush, Joshua trees and grasses. Water, electricity and other sundry needs such as restaurants, lodging, minor medical needs, fire station, and police are within 1 mile of the property.
All properties, claims, buildings, equipment, and supplies are owned by LSG and we have free access to utilize and manage all those items. 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.
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. 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 that were 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 onsite and we must rely on a third party to receive our mineralized material and tombstone our tailings.
The execution of the Subscription Agreement was one of the closing conditions of the Option Agreement, pursuant to which we acquired the sole and exclusive option to earn up to an 80% undivided interest in and to the Property. To earn the additional 60% interest in the Property, we were required to fund all expenditures on the Property and pay LSG an aggregate of $5 million in cash from the Propertys mineral production proceeds in the form of an NSR. Until we have earned the additional 60% interest, the NSR will be split 79.2% to LSG, 19.8% to us and 1% to the former Property owner.
The Option Agreement can be found as Exhibit 10.1 to our report filed on Form 8-K on October 9, 2014 and is incorporated by reference, shown as Exhibit 10.5 to this report. The Subscription Agreement can be found as Exhibit 10.7 to our report filed on Form 10-K/A on January 11, 2017 and is incorporated by reference, shown as Exhibit 10.7 to this report.
If we failed to make any cash payments to LSG within one year of October 4, 2014, we were required to pay LSG an additional $100,000, and in any subsequent years in which we fail to complete the payment of the entire $5 million described above, we were required to make quarterly cash payments to LSG of $25,000 until we earned the additional 60% interest in the Property.
LSG granted us a series of deferrals of the payments, with the most recent being granted on January 11, 2017. LSG agreed on that date to defer payment of all amounts due in accordance with the 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 interest and principal, both of which will continue to be accrued.
Amendment to Option Agreement
On October 31, 2019, we entered into an amendment (the Amendment) to the Option Agreement with LSG.
Under the Amendment, the exercise of the 60% option was restructured into two separate 30% options, such that we may now earn a 30% interest in the Property (for a total of 50%) (the Second Option) by completing the following actions:
| ● | paying LSG $5 million in cash from the Propertys mineral production proceeds in the form of an NSR royalty (the Initial Payment); |
| ● | paying LSG all accrued and unpaid penalty payments under the Option Agreement; |
| ● | repaying to LSG (i) all loans, advances or other payments made by LSG to the Company and (ii) all expenditures on the Property funded by or on behalf of LSG until the date on which the Initial Payment has been completed; and |
| ● | funding all expenditures on the Property until the date on which the Initial Payment has been completed. |
13
| ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) |
Following the exercise of the Second Option, we may earn an additional 30% interest in the Property (for a total of 80%) (the Third Option) by completing the following actions:
| ● | paying LSG a further $5 million in cash from the Propertys mineral production proceeds in the form of a NSR royalty (the Final Payment); and |
| ● | funding all expenditures on the Property from the date on which the Second Option is exercised until the date on which the Final Payment has been completed. |
The primary effect of the Amendment is therefore to increase the purchase price for the additional 60% interest in the Property from $5 million to $10 million, while at the same time separating it into tranches.
The foregoing description of the Amendment includes a summary of all the material provisions but is qualified in its entirety by reference to the complete text of the Amendment included as Exhibit 10.8 to our report filed on Form 8-K on November 6, 2019 and incorporated herein by reference.
We agreed with LSG that upon the successful completion of a toll milling agreement after permitting is achieved, there would be a basis to form a joint management committee to outline work programs and budgets, as contemplated in the Option Agreement and for us to act as the operator of the Property. To the date of this report LSG has borne all costs in connection with operations on the Property.
Termination of the Option Agreement
Despite ongoing efforts to utilize the Company as the primary means of raising funds to finance development of the Property, such investment has not been obtained from the public markets. We and LSG agreed that there were no indicators to suggest that was likely to change and that a new strategic approach was in the best interest of both entities. On January 14, 2022, we executed a settlement and termination agreement (the Settlement Agreement) with LSG in order to terminate the mineral option agreement between the parties (the Option Agreement) pursuant to which we acquired an interest in the Goldfield Bonanza Project. Pursuant to the Settlement Agreement, we and LSG have agreed to the immediate termination of the Option Agreement (other than certain standard provisions that will survive according to their terms), with the result that we will return our 20% undivided interest in and to the Property to LSG. In exchange, LSG has agreed to forgive all amounts owing by us to LSG under the Option Agreement, which includes approximately $2.224 million in accrued, unpaid penalty and other payments. The Settlement Agreement also includes a broad mutual release. Importantly, the Settlement Agreement does not require LSG to surrender any portion of the 35,000,000 shares of our common stock that LSG previously received in consideration for selling us a 20% interest in the Property.
The full terms of the Settlement Agreement had been agreed to between the parties prior to December 31, 2021, with the signing of the documentation left as a formality to be completed as soon as the final documents were drafted. For that reason, the impact of the agreement has been reflected in the accompanying financial statements, to most accurately reflect our financial position on December 31, 2021.
The foregoing description of the Settlement Agreement includes a summary of all the material provisions but is qualified in its entirety by reference to the complete text of the Agreement included as Exhibit 10.9 to our report filed on Form 8-K on January 14, 2022 and incorporated herein by reference.
This change gives LSG more flexibility in pursuing private or other funding options for developing the Property, while we pursue new business opportunities for the Company, such as the agreement with Sapir Pharmaceuticals, Inc., described above under New Business.
Funding
All of our ongoing operations, since we entered into an agreement with Sapir Pharmaceuticals, Inc on December 28, 2021 have continued to be funded by monies advanced to us by Lode-Star Gold INC. (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.
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| ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) |
Intellectual Property
We do not have any intellectual property.
As detailed above under New Business, on December, 28, 2021, we entered into an agreement with Sapir Pharmaceuticals, Inc. to acquire all of the assets used in connection with the proprietary stabilized formulation of the Epigallocatechin-gallate (EGCG) molecule for further pharmaceutical development. The molecule is an antioxidant polyphenol with a variety of potential profound health benefits. This acquired in-process research and development (IPRD) expense includes the initial costs of the IPRD project, acquired directly in a transaction other than a business combination. It does not have an alternative future use and has been expensed on acquisition, as opposed to being recorded as intellectual property.
Personnel
We have no employees. Apart from quarterly consulting fees, 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 CFO and Corporate Secretary, Samuel Sternheim, also receives no compensation for his services.
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 financial statements for the period ended March 31, 2022 which are included above in Part I, Item 1.
| Three Months Ended March 31 | Change | |||||||||||||
| 2022 | 2021 | Amount | Percentage | |||||||||||
| $ | $ | $ | ||||||||||||
| Revenue | - | - | - | - | ||||||||||
| Operating Expenses | 33,481 | 104,130 | (70,649 | ) | (68%) | |||||||||
| Operating Loss | (33,481 | ) | (104,130 | ) | 70,650 | (68%) | ||||||||
| Other Income (Expense) | (439 | ) | (22,750 | ) | 22,311 | 98% | ||||||||
| Net Loss | (33,920 | ) | (126,880 | ) | 92,960 | 73% | ||||||||
Revenues
We had no operating revenues during the three-months ended March 31, 2022 and 2021. We recorded a net loss of $33,920 for the current quarter and have an accumulated deficit of $4,082,029.
Expenses
Notable year over year differences in expenses for the first quarter are as follows:
| Three Months Ended March 31 | Increase/(Decrease) | |||||||||||||
| 2022 | 2021 | Amount | Percentage | |||||||||||
| $ | $ | $ | ||||||||||||
| Consulting services | 6,221 | 31,188 | (24,967 | ) | (80%) | |||||||||
| Exploration and evaluation | - | 7,531 | (7,531 | ) | (100%) | |||||||||
| Mineral option fees | - | 24,976 | (24,976 | ) | (100%) | |||||||||
| Professional fees | 7,090 | 19,831 | (12,741 | ) | (64%) | |||||||||
| Interest, bank and finance charges | 439 | 22,750 | (22,311 | ) | (98%) | |||||||||
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| ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) |
Consulting services expense was lower in the first quarter of 2022 primarily due to management evaluating its new staffing requirement and no longer spending on mining efforts.
Exploration and evaluation expense and mineral option fees were reduced to $Nil in the first quarter of 2022 due to the Company terminating its mineral property option and no longer spending on mining efforts.
Professional fees in the first quarter of 2022 included legal and bookkeeping costs for the 2021 year-end. Costs for the 2021 quarter included 2020 year-end accounting and audit costs. Audit fees related to 2021 year-end had not yet been invoiced yet in the first quarter of 2022.
Interest, bank and finance charges were lower primarily due to the write down in loans from LSG.
Balance Sheets at March 31, 2022 and December 31, 2021
Items with notable period-end differences are as follows:
| Change | ||||||||||||||
| March 31, 2022 | December 31, 2021 | Amount | Percentage | |||||||||||
| $ | $ | $ | ||||||||||||
| Cash | 1,039 | 6,008 | (4,969 | ) | (83%) | |||||||||
| Accounts payable and accrued liabilities | 203,406 | 190,394 | 13,012 | 7% | ||||||||||
| Due to related parties and accrued interest | 57,412 | 41,473 | 15,939 | 4% | ||||||||||
Accounts payable increased principally due to the OTC Markets Fee.
The increase in due to related parties relates primarily to a $10,000 advance made by LSG as well as LSG paying $5,470 to vendors on behalf of the Company.
Liquidity and Capital Resources
At March 31, 2022, our total assets were $1,312 and our total liabilities were $260,818. Our working capital deficiency at March 31, 2022 and December 31, 2021 and the changes between those dates were as follows:
| Increase/(Decrease) | ||||||||||||||
| March 31,2022 | December 31,2021 | Amount | Percentage | |||||||||||
| $ | $ | $ | ||||||||||||
| Current Assets | 1,312 | 6,281 | (4,969 | ) | (79%) | |||||||||
| Current Liabilities | 260,818 | 231,867 | 28,951 | 12% | ||||||||||
| Working Capital Deficiency | (259,506 | ) | (225,585 | ) | (33,921 | ) | (15%) | |||||||
The increase in our working capital deficiency from December 31, 2021 to March 31, 2022 was primarily due to the increases in Accounts Payable of approximately $20,000 in regulatory filing and OTC Markets fees and in bridge financing from LSG in loans.
Cash Flows
| Three Months Ended March 31 | Increase/(Decrease) | |||||||||||||
| 2022 | 2021 | Amount | Percentage | |||||||||||
| $ | $ | $ | ||||||||||||
| Cash Flows Provided By (Used In): | ||||||||||||||
| Operating Activities | (14,969 | ) | (6,301 | ) | 8,668 | 138% | ||||||||
| Financing Activities | 10,000 | 15,000 | (5,000 | ) | (33%) | |||||||||
| Net increase in cash | (4,969 | ) | 8,699 | 13,668 | (157)% | |||||||||
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.
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| 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 Commissions 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 companys 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, 2022, 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 March 31, 2022 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, 2021.
| 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, 2022.
On March 4, 2021 50,000 options were exercised on a cashless basis, resulting in the issuance of 28,571 common shares.
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.
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| ITEM 6. | EXHIBITS. |
The following documents are included herein:
| Exhibit No. | Document Description |
| 31.1 | Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive and Chief Financial Officer. |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 23rd day of May 2022.
| 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 |
May 23, 2022 |
| Mark Walmesley | ||
| /s/ Samuel Sternheim | Director and Chief Financial Officer |
May 23, 2022 |
| Samuel Sternheim |
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EXHIBIT INDEX
| Exhibit No. | Document Description |
| 31.1 | Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive and Chief Financial Officer. |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
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