10-Q - FTSP - Equibles

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM

10-Q

x	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
---	---

Commission

file number 000-53676

LODE-STAR MINING INC.

(Exactname 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

(Addressof principal executive offices, including zip code.)

(775)234-5443

(Telephonenumber, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. Yes þ NOo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	o	Accelerated Filer	o
Non-accelerated Filer	o	Smaller Reporting Company	x
Emerging Growth Company	o	****

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o Noþ

State

the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 120,937,442 at May 15, 2023.

TABLE

OF CONTENTS

		Page
	PART I - FINANCIAL INFORMATION	3
Item 1.	Financial Statements	3
Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022		4
Statements of Operations for the Three Months ended March 31, 2023 and 2022 (unaudited)		5
Statements of Cash Flows for the Three Months ended March 31, 2023 and 2022 (unaudited)		6
Statements of Stockholders’ Deficiency for the Three Months ended March 31, 2023 and 2022 (unaudited)		7
Notes to Financial Statements (unaudited)		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
	PART II - OTHER INFORMATION	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 6.	Exhibits	16
SIGNATURES		17

PART

I – FINANCIAL INFORMATION

ITEM

FINANCIAL STATEMENTS.

LODE-STAR

MINING INC.

INTERIM

FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Unaudited)

LODE-STAR

MINING INC.

BALANCE

SHEETS

(Unaudited)

			31-Dec
			2022

ASSETS
Current assets
Cash	10,767		$	886
Total current assets and total assets	10,767			886
Total Assets	10,767			886
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities
Accounts payable and accrued liabilities	1,246		$	7,260
Due to related parties and accrued interest	42,186			20,136
Total current liabilities and total liabilities	43,432			27,396
Total liabilities	43,433			27,396
STOCKHOLDERS’ DEFICIENCY
Capital Stock Authorized: 480,000,000 voting common shares with a<br> par value of 0.001 per share 20,000,000 preferred shares with a par value of 0.001 per share Issued: 120,937,442 common shares<br> and no preferred shares at March 31, 2023 120,937,442 common shares and no preferred shares at December 31, 2022	73,757			73,757
Additional Paid-In Capital	4,163,056			4,163,056
Accumulated Deficit	(4,269,478	)		(4,263,323	)
Total stockholders’ deficiency	(32,665	)		(26,510	)
Total liabilities and stockholders’ deficiency	10,767		$	886

All values are in US Dollars.

The

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

LODE-STAR

MINING INC.

STATEMENTS

OF OPERATIONS

(Unaudited)

	THREE MONTHS ENDED MARCH 31
	2023			2022
Revenue	$	-		$	-
Operating Expenses
Consulting services		-			6,221
Corporate support services		444			498
Office, foreign exchange and sundry		767			1,870
Professional Fees		456			7,090
Transfer and filing fees		4,488			17,802
Total operating expenses		6,155			33,481
Operating Loss		(6,155	)		(33,481	)
Other Items
Interest, bank and finance charges		-			(439	)
Total other items		-			(439	)
Net Loss and Comprehensive Loss For The Period	$	(6,155	)	$	(33,920	)
Basic And Diluted Net Loss Per Common Share	$	0.00		$	0.00
Weighted Average Number of Common Shares Outstanding – Basic and<br> Diluted		120,937,442			50,634,536

The

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

LODE-STAR

MINING INC.

STATEMENTS

OF CASH FLOWS

(Unaudited)

	THREE MONTHS ENDED MARCH 31
	2023			2022
Operating Activities
Net loss for the period	$	(6,155	)	$	(33,920	)
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign exchange loss		-			50
Prepaid fees		-			-
Accounts payable and accrued liabilities		(6,014	)		18,482
Accrued interest payable		-			419
Net cash provided (used) in operating activities		9,881			(14,969	)
Financing Activities
Proceeds from loans payable – related party		22,050			10,000
Net cash provided by financing activities		22,050			10,000
Net Increase (Decrease) In Cash		9,881			(4,969	)
Cash, Beginning of Period		886			6,008
Cash, End of Period	$	10,767		$	1,039
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non-cash Financing Activity
Expenses paid by related parties on behalf of the Company	$	-		$	5,470

The

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

LODE-STAR

MINING INC.

STATEMENTS

OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

		PAR VALUE		SHARES TO BE ISSUED		ADDITIONAL PAID-IN CAPITAL			ACCUMULATED DEFICIT			TOTAL
Balance, January<br> 1, 2022	50,605,965	$	3,425		-	$	1,632,181		$	(4,048,109	)	$	(2,412,503	)
Shares issued on cashless exercise<br> of stock options	28,571		29		-		(29	)		-			-
Net loss<br> for the period	-		-		-		-			(33,920	)		(33,920	)
Balance,<br> March 31, 2022	50,634,536	$	3,454	$	2,186,917	$	1,632,152		$	(4,082,029	)	$	(259,506	)
Balance, January 1, 2023	120,937,442	$	73,757	$	-	$	4,163,056		$	(4,263,323	)	$	(26,510	)
Net loss<br> for the period	-		-		-		-			(6,155	)		(6,155	)
Balance,<br> March 31, 2023	120,937,442	$	73,757	$	-	$	4,163,056		$	(4,269,478	)	$	(32,665	)

The

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

LODE-STAR

MINING INC.

NOTES

TO INTERIM FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Unaudited)

1.	BASISOF PRESENTATION AND NATURE OF OPERATIONS

Lode-Star Mining Inc. (“the Company”) was incorporated in the State of Nevada, U.S.A., on December 9, 2004. The Company’s principal executive offices are in Reno, Nevada. The Company was originally formed to acquire exploration stage natural resource properties. At present, the Company has no business activity and is actively seeking a project to invest in*.*

GoingConcern

The

accompanying unaudited interim financial statements have been prepared assuming the Company will continue as a going concern. The future of the Company is dependent upon its ability to establish a business and to obtain new financing to execute its business plan. As shown in the accompanying financial statements, the Company has had no revenue and has incurred accumulated losses of $4,269,478 as of March 31, 2023. These factors raise substantial doubt about the Company’s ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, to identify new business opportunities and raise additional capital resources. The Company is significantly dependent upon its ability and will continue to attempt to secure additional equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing, it would be unlikely for the Company to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

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.

Basisof Presentation

The unaudited interim financial information reflects all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Annual report on Form 10-K for the year ended December 31, 2022. 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, 2022, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, certain footnote disclosures, which would substantially duplicate the disclosures contained in the Company’s financial statements for the fiscal year ended December 31, 2022, have been omitted. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of results for the entire year ending December 31, 2023.

2.	SUMMARYOF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) with accounting policies as disclosed in the Company’s annual audited financial statements. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. All dollar amounts are in U.S. dollars unless otherwise noted. The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality.

The Company has implemented all applicable new accounting pronouncements that are in effect. Those pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

LODE-STAR

MINING INC.

NOTES

TO INTERIM FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Unaudited)

3.	TRANSACTIONSWITH LODE-STAR GOLD INC.

The Company’s mineral property interest was in a group of thirty-one claims known as the “Goldfield Bonanza Project” (the “Property”), in the State of Nevada. Pursuant to an option agreement dated October 14, 2014, as amended October 31, 2019 (“Option Agreement”), with LSG, the Company acquired an initial 20% undivided interest in and to the mineral claims owned by LSG and an option to earn a further 60% interest in the claims. LSG received 35,000,000 shares of the Company’s common stock and is its controlling shareholder. 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.

Terminationof the Option Agreement

On

January 14, 2022, in connection with the Sapir Agreements (note 4), 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. The carrying value of the 20% undivided interest was $230,179 at the date of the Settlement Agreement. In exchange, LSG has agreed to forgive all amounts owing by the Company to LSG under the Option Agreement, which includes $2,246,145 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 has been reflected in the financial statements for the year ended December 31, 2021, to most accurately report the Company’s financial position on December 31, 2021, resulting in a gain on settlement of shareholder debt of $2,015,966 recognized in stockholders’ deficiency.

Sapir Pharmaceutical Related

On December 23, 2021, the Company attempted to acquire from Sapir Pharmaceuticals, all of the assets used in connection with the proprietary stabilized formulation of the Epigallocatechin-gallate (EGCG) molecule for further pharmaceutical development. In June 2022, due to circumstances beyond the control of either party, the Company entered into a Rescission Agreement to terminate the Sapir Agreements and restore both the Company and Sapir to their respective positions immediately in advance of the execution and delivery of the Sapir Agreements. No shares or compensation of the Company was paid to Sapir.

On June 8, 2022, and in connection with the rescission

of the Sapir Agreements, we entered into a debt reinstatement agreement (the “Reinstatement Agreement”) with LSG pursuant to which we agreed to reinstate the Debt. Also on June 8, 2022, we entered into debt conversion agreements with three related parties, including LSG, pursuant to which the creditors converted an aggregate of $2,601,207 in accrued, unpaid debt into 70,302,906 shares of our common stock at a price of $0.037 per share.

LODE-STAR

MINING INC.

NOTES

TO INTERIM FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Unaudited)

4.	CAPITALSTOCK

Capitalization

The

authorized capital of the Company is 500,000,000 shares of capital stock, divided into 480,000,000 shares of common stock with a par value of $0.001 per share, and 20,000,000 shares of preferred stock with a par value of $0.001 per share. The Company reserved 10,000,000 shares of common stock for issuance under its 2016 Omnibus Equity Incentive Plan. The Company has issued 120,937,442 common shares and no preferred shares. During the year ended December 31, 2022, the Company issued 70,302,906 shares of its common stock in three debt settlement agreements dated June 8, 2022.

Options

On November 20, 2018, the Company granted 500,000 non-qualified stock options pursuant to its Equity Incentive Plan, to key outside consultants. Each option is exercisable into one share of the Company’s common stock at a price of $0.06 per share, for a term of five years. During the year ended December 31, 2021 50,000 of the options were exercised on March 4, 2021 on a cashless basis, resulting in the issuance of 28,571 common shares. At December 31, 2021, the remaining 450,000 options had an intrinsic value of $15,750 based on the exercise price of $0.06 per option and a market price of $0.095 per share.

During the year ended December 31, 2022, the remaining 450,000 options were cancelled.

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. Each option is exercisable into one share of the Company’s common stock at a price of $0.06 per share for a term of five years. At December 31, 2021, the options had an intrinsic value of $332,500 based on the exercise price of $0.06 per option and a market price of $0.095 per share.

During the year ended December 31, 2022, the options expired unexercised.

Summary of option activity for the fiscal years ended December 31, 2022 and 2021 and for the period March 31, 2023:

Schedule of Options Outstanding

				Weighted Average
	Options			Life Remaining		Intrinsic
	Outstanding			(Years)		Value
Balance December 31, 2020		10,000,000				$	800,000
Exercised		(50,000	)
Balance December 31, 2021		9,950,000			0.20	$	348,250
Issued		-
Cancelled		(450,000	)
Expired		(9,500,000	)
Balance December 31, 2022 and March 31, 2023		-			-	$	Nil

LODE-STAR

MINING INC.

NOTES

TO INTERIM FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Unaudited)

5.	RELATEDPARTY TRANSACTIONS AND AMOUNTS DUE

At March 31, 2023, the Company had the following amounts due to related parties:

i)	$7,687<br>in bridge loan vendor financing; with no specific terms of repayment, due to LSG, the Company’s majority shareholder with no accrued<br>interest payable;
ii)	$34,500<br>in bridge loan direct financing; with no specific terms of repayment, due to LSG, the Company’s majority shareholder with no accrued<br>interest payable;
---	---

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim financial statements and related notes appearing elsewhere in this Quarterly Report. In addition to historical financial information, the following discussion includes certain forward-looking statements that reflect our plans, estimates and our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results

NewBusiness

The Company has no active business at the present time. We are actively seeking business opportunities to engage in.

Funding

All of our ongoing operations have continued to be funded by monies advanced to us by 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.

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

IntellectualProperty

We do not have any intellectual property.

Personnel

We have no employees. Our President, CEO, CFO and corporate secretary Mark Walmesley, receives no compensation for his services. We expect to continue to use outside consultants, advisors, attorneys and accountants as necessary.

GoingConcern

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.

Resultsof Operations

The following summary of our results of operations should be read in conjunction with our unaudited interim financial statements for the period ended March 31, 2023 which are included above in Part I, Item 1.

	Three Months Ended March 31						Change
	2023			2022			Amount			Percentage
Revenue	$	-		$	-		$	-
Operating Expenses		6,155			33,481			(27,326	)		-82	%
Operating Loss		(6,155	)		(33,481	)		27,326			-82	%
Other Income (Expense)		-			(439	)		439			-100	%
Net Loss	$	(6,155	)	$	(33,920	)	$	27,765			-82	%

Revenues

We had no operating revenues during the three-months ended March 31, 2023 and 2022. We recorded a net loss of $6,155 for the current quarter and have an accumulated deficit of $4,269,478.

Expenses

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

	Three Months Ended March 31		Change
	2023	2022	Amount	Percentage

Consulting services					100	%
Corporate support services					-100	%
Office, foreign exchange and sundry					-100	%
Professional fees					-94	%
Interest, bank and finance charges					-75	%

All values are in US Dollars.

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Expenses in the first quarter of 2023 related to transfer agent, filing fees and office expenses. Expenses for the 2022 quarter included legal and professional fees and OTC filing fees.

Balance Sheets at March 31, 2023 andDecember 31, 2022

Items with notable period-end differences are as follows:


	March 31, 2023				Percentage

Cash		10,767	886	(9,881		-1115	%
Accounts payable and accrued liabilities		1,246	7,260	6,014		83	%
Due to related parties and accrued interest		42,186	20,136	(22,050		-110	%

All values are in US Dollars.

The increase is due to related parties relates primarily to payments of $20,000 advance made by LSG as well as LSG paying $2,050 to vendors on behalf of the Company under the bridge loan vendor financing.

Liquidityand Capital Resources

At March 31, 2023, our total assets were $10,767 and our total liabilities were $43,356. Our working capital deficiency at March 31, 2023 and December 31, 2022 and the changes between those dates were as follows:

					Increase/(Decrease)
	March 31, 2023		December 31, 2022		Amount		Percentage

Current Assets		10,767		886		9,881		1115	%
Current Liabilities		43,432		27,396		16,036		59	%
Working Capital Deficiency		(32,665		(26,510		(6,155		23	%

All values are in US Dollars.

The increase in our working capital deficiency from December 31, 2022 to March 31, 2023 was due cash outflow from operating activities.

CashFlows

	Three Months Ended March 31				Increase/(Decrease)
	2023		2022		Amount

Cash Flows Provided by (Used In):
Operating Activities		(12,169		(14,969		2,800	-19	%
Financing Activities		22,050		10,000		12,050	121	%
Net Increase in Cash		9,881		(4,969		14,850	-299	%

All values are in US Dollars.

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.

Evaluationof Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer concluded that, as of March 31, 2023, 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.

Changesin Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2023 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, 2022.

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, 2023.

Other than as disclosed above and in previous reports filed with the SEC, we have not issued any equity securities that were not registered under the Securities Act within the past three years.

ITEM 6.	EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description
31.1	Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive and Chief Financial Officer.
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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 15th day of May 2022.

LODE-STAR MINING INC.
BY	“Mark Walmesley”
	Mark<br> Walmesley
	President,<br> 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,<br> President, Chief Executive Officer	May<br> 15, 2023
Mark<br> Walmesley

EXHIBIT INDEX

Exhibit No.	Document Description
31.1	Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive and Chief Financial Officer.
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104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit31.1

SARBANES-OXLEYSECTION 302(a) CERTIFICATION

I, Mark Walmesley, certify that:

1. I have reviewed this annual report on Form 10-Q for the period ended March 31, 2023 of Lode-Star Mining Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and,

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and,

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:<br> May 15, 2023	/s/ Mark Walmesley
	Mark<br> Walmesley
	President, Principal Executive Officer, and Principal Accounting Officer

Exhibit32.1

CERTIFICATIONPURSUANT TO

18U.S.C. Section 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Lode-Star Mining Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark Walmesley, President, Principal Executive Officer, Treasurer, Principal Financial Officer, and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange<br> Act of 1934; and
(2)	The<br> information contained in this Report fairly presents, in all material respects, the financial<br> condition and results of operations of the Company.
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Date: May 15, 2023

/s/ Mark Walmesley
Mark<br>Walmesley<br><br> <br>President, Principal Executive Officer, and Principal Accounting Officer