10-Q - FTSP - Equibles

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-53676

LODE-STAR MINING INC.

(Exact name of registrant as specified in its charter)

nevada	47-4347638
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
1 East Liberty Street, Suite 600
---
Reno, NV 89501

(Address of principal executive offices, including zip code.)

(775) 234-5443

(Telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

Indicate

the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 50,634,536 at August 6, 2021.

TABLE

OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020		4
Statements of Operations for the Three Months and Six Months ended June 30, 2021 and 2020 (unaudited)		5
Statements of Cash Flows for the Six Months ended June 30, 2021 and 2020 (unaudited)		6
Statements of Changes in Stockholders’ Deficiency for the Three Months and Six Months ended June 30, 2021 and 2020 (unaudited)		7
Notes to Financial Statements (unaudited)		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	21
PART II - OTHER INFORMATION
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 6.	Exhibits	22
SIGNATURES		23

PART

I – FINANCIAL INFORMATION

ITEM

FINANCIAL STATEMENTS.

LODE-STAR MINING INC.

INTERIM

FINANCIAL STATEMENTS

FOR

THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

LODE-STAR MINING INC.

BALANCE SHEETS

	JUNE 30			DECEMBER 31
	2021<br> (Unaudited)			2020
ASSETS
Current assets
Cash	$	13,550		$	12,644
Prepaid fees		3,976			3,940
Total current assets		17,526			16,584
Mineral Property Interest, unproven		230,180			230,180
Total assets	$	247,706		$	246,764
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities
Accounts payable and accrued liabilities	$	138,263		$	84,181
Due to related parties and accrued interest		2,202,663			2,021,878
Total current liabilities		2,340,926			2,106,059
STOCKHOLDERS’ DEFICIENCY
Capital Stock
Authorized: 480,000,000 voting common shares and 20,000,000 preferred shares Issued: 50,634,536 common shares and no preferred shares at June 30, 2021 50,605,965 common shares and no preferred shares at December 31, 2020		3,454			3,425
Additional Paid-In Capital		1,632,152			1,632,181
Accumulated Deficit		(3,728,826	)		(3,494,901	)
Total stockholders’ deficiency		(2,093,220	)		(1,859,295	)
Total liabilities and stockholders’ deficiency	$	247,706		$	246,764

The

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

LODE-STAR MINING INC.

STATEMENTS

OF OPERATIONS

(Unaudited)

	THREE MONTHS ENDED						SIX MONTHS ENDED
	JUNE 30						JUNE 30
	2021			2020			2021			2020
Revenue	$	-		$	-		$	-		$	-
Operating Expenses
Consulting services		31,387			31,632			62,575			97,482
Corporate support services		512			452			1,007			921
Exploration and evaluation		13,158			6,410			20,689			6,410
Mineral option fees		25,012			25,000			49,988			49,988
Office, foreign exchange and sundry		2,769			3,722			4,153			7,062
Professional fees		7,953			20,934			27,784			23,204
Transfer and filing fees		1,997			2,357			20,722			20,019
Total operating expenses		82,788			90,507			186,918			205,086
Operating Loss		(82,788	)		(90,507	)		(186,918	)		(205,086	)
Other Expenses
Interest, bank and finance charges		(24,257	)		(20,366	)		(47,007	)		(39,295	)
Net Loss and Comprehensive Loss For The Period	$	(107,045	)	$	(110,873	)	$	(233,925	)	$	(244,381	)
Basic And Diluted Net Loss Per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding – Basic and Diluted		50,634,536			50,605,965			50,624,591			50,605,965

The

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

LODE-STAR MINING INC.

STATEMENTS

OF CASH FLOWS

(Unaudited)

	SIX MONTHS ENDED
	JUNE 30
	2021			2020
Operating Activities
Net loss for the period	$	(233,925	)	$	(244,381	)
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign exchange loss (gain)		84			(92	)
Stock options issued for services		-			1,979
Changes in operating assets and liabilities:
Prepaid fees		-			(30,717	)
Accounts payable and accrued liabilities		93,134			98,182
Accrued mineral option fees		49,988			49,988
Accrued interest payable		46,625			32,975
Net cash used in operating activities		(44,094	)		(92,066	)
Financing Activities
Proceeds from loans payable – related parties		45,000			90,000
Net cash provided by financing activities		45,000			90,000
Net Increase (Decrease) In Cash		906			(2,066	)
Cash, Beginning of Period		12,644			10,499
Cash, End of Period	$	13,550		$	8,433
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	$	39,052		$	56,564

The

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

LODE-STAR

MINING INC.

STATEMENTS

OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

	NUMBER OF<br><br>COMMON<br><br>SHARES		PAR<br><br>VALUE		ADDITIONAL<br><br>PAID-IN<br><br>CAPITAL			ACCUMULATED<br><br>DEFICIT			TOTAL
Balance, January 1, 2021		50,605,965	$	3,425	$	1,632,181		$	(3,494,901	)	$	(1,859,295	)
Shares issued on cashless exercise of stock options		28,571		29		(29	)		-			-
Net loss for the period		-		-		-			(126,880	)		(126,880	)
Balance, March 31, 2021		50,634,536		3,454		1,632,152			(3,621,781	)		(1,986,175	)
Net loss for the period		-		-		-			(107,045	)		(107,045	)
Balance, June 30, 2021		50,634,536	$	3,454	$	1,632,152		$	(3,728,826	)	$	(2,093,220	)
	NUMBER OF<br><br>COMMON<br><br>SHARES		PAR<br><br>VALUE		ADDITIONAL<br><br>PAID-IN<br><br>CAPITAL			ACCUMULATED<br><br>DEFICIT			TOTAL
Balance, January 1, 2020		50,605,965	$	3,425	$	1,628,646		$	(3,001,261	)	$	(1,369,190	)
Stock options issued for services		-		-		991			-			991
Net loss for the period		-		-		-			(133,508	)		(133,508	)
Balance March 31, 2020		50,605,965		3,425		1,629,637			(3,134,769	)		(1,501,707	)
Stock options issued for services		-		-		988			-			988
Net loss for the period		-		-		-			(110,873	)		(110,873	)
Balance, June 30, 2020		50,605,965	$	3,425	$	1,630,625		$	(3,245,642	)	$	(1,611,592	)

The

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

LODE-STAR

MINING INC.

NOTES TO INTERIM FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

1.	BASIS OF PRESENTATION AND NATURE OF OPERATIONS

Organization

Lode-Star Mining Inc. (“the Company”) was incorporated in the State of Nevada, U.S.A., on December 9, 2004. The Company’s principal executive offices are in Reno, Nevada. The Company was originally formed to acquire exploration stage natural resource properties.

The

Company acquired a mineral property interest from Lode-Star Gold INC., a private Nevada corporation (“LSG”) on December 11, 2014 in consideration for the issuance of 35,000,000 common shares of the Company. As a result of this transaction, control of the Company was acquired by LSG.

Going Concern

The accompanying unaudited interim financial statements have been prepared assuming the Company

will continue as a going concern. The future of the Company is dependent upon its ability to establish a business and to obtain new financing to execute its business plan. As shown in the accompanying financial statements, the Company has had no revenue and has incurred accumulated losses of $3,728,826 as of June 30, 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern. To continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability and will continue to attempt to secure additional equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing, it would be unlikely for the Company to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

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 full 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 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 audited financial statements and notes thereto included in the Company’s report on Form 10-K for the year ended December 31, 2020. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding fiscal year, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, certain footnote disclosures, which would substantially duplicate the disclosures contained in the Company’s financial statements for the fiscal year ended December 31, 2020 have been omitted. The results of operations for the six months ended June 30, 2021 are not necessarily indicative of results for the entire year ending December 31, 2021.

LODE-STAR

MINING INC.

NOTES

TO INTERIM FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020 (Unaudited)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

3.	MINERAL PROPERTY INTEREST

The Company’s mineral property interest is a group of thirty-one claims known as the “Goldfield Bonanza Project” (the “Property”), in the State of Nevada. Pursuant to an option agreement dated October 14, 2014 with Lode-Star Gold INC. (“LSG”), a private Nevada corporation, the Company acquired an initial 20% undivided interest in and to the mineral claims owned by LSG and an option to earn a further 60% interest in the claims. LSG received 35,000,000 shares of the Company’s common stock and is its controlling shareholder. Until the Company has earned the additional 60% interest, the net smelter royalty will be split 79.2% to LSG, 19.8% to the Company and 1% to the former Property owner.

To earn the additional 60% interest, the Company is required to fund all expenditures on the Property and pay LSG an aggregate of $5 million in cash in the form of a net smelter royalty, commencing after December 11, 2014. If the Company failed 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. 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 June 30, 2021 was $673,901 (December 31, 2020: $623,913), with total interest due in the amount of $106,631 (December 31, 2020: $88,716).

On October 31, 2019, the Company and LSG executed an amendment (the “Amendment”) to their mineral option agreement dated October 4, 2014 (the “Option Agreement”). According to the terms of the Option Agreement 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.

LODE-STAR

MINING INC.

NOTES TO INTERIM FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

3.	MINERAL PROPERTY INTEREST (Continued)

Under the Amendment, the exercise of the 60% option was restructured into two separate 30% options, such that the Company may now earn a 30% interest in the Property (for a total of 50%) (the “Second Option”) by completing the following actions:

●	paying<br> LSG $5 million in cash from the Property’s mineral production proceeds in the form<br> of a NSR royalty (the “Initial Payment”);
●	paying<br> LSG all accrued and unpaid penalty payments under the Option Agreement;
---	---
●	repaying<br> to LSG (i) all loans, advances or other payments made by LSG to the Company and (ii) all<br> expenditures on the Property funded by or on behalf of LSG until the date on which the Initial<br> Payment has been completed; and
---	---
●	funding<br>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<br> LSG a further $5 million in cash from the Property’s mineral production proceeds in<br> the form of an NSR royalty (the “Final Payment”); and
●	funding<br>all expenditures on the Property from the date on which the Second Option is exercised until the date on which the Final Payment has<br>been completed.
---	---

The primary effect of the Amendment is therefore to increase to 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 Company assessed its mineral property interest to the date of issue of these financial statements and concluded that facts and circumstances do not suggest that the mineral property interest’s carrying value exceeds its recoverable amount and therefore no impairment is required.

4.	CAPITAL STOCK

Capitalization

The

authorized capital of the Company is 500,000,000 shares of capital stock, divided into 480,000,000 shares of common stock with a par value of $0.001 per share, and 20,000,000 shares of preferred stock with a par value of $0.001 per share. The Company reserved 10,000,000 shares of common stock for issuance under its 2016 Omnibus Equity Incentive Plan. The Company has issued 50,634,536 common shares and no preferred shares. During the six months ended June 30, 2021, the Company issued 28,571 shares of its common stock on the cashless conversion of 50,000 options.

LODE-STAR

MINING INC.

NOTES TO INTERIM FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

4.	CAPITAL STOCK(Continued)

Options

A

total of 9,950,000 options were issued and outstanding at June 30, 2021, all of which were vested.

On November 20, 2018, the Company granted 500,000 non-qualified stock options pursuant to its Equity Incentive Plan, to key outside consultants, with 50% vesting after one year and 50% vesting after two years. 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. The options had an estimated grant date fair value of $10,408. 50,000 of the options were exercised on March 4, 2021 on a cashless basis, resulting in the issuance of 28,571 common shares.

The 500,000 options were fully expensed by December 31, 2020. For the six months ended June 30, 2021, $0 (2020 - $1,979) was included in consulting services expense, based on fair value estimates determined using the Black-Scholes option pricing model with an average risk-free rate of 2.88%, a weighted average life of 5 years, volatility of 195.37%, and dividend yield of 0%. At June 30, 2021, the remaining 450,000 options had an intrinsic value of $9,000 (December 31, 2020: $40,000) based on the exercise price of $0.06 per option and a market price of $0.08 per share.

On February

14, 2017, the Company granted 9,500,000 non-qualified stock options pursuant to the Equity Incentive Plan, to key corporate officers and outside consultants, with 25% vesting immediately and a further 25% vesting every six months thereafter for eighteen months. Each option is exercisable into one share of the Company’s common stock at a price of $0.06 per share, equal to the closing price of the common stock on the grant date, for a term of five years. The options were fully amortized by the end of 2018, so no related amounts are included in consulting services expense on these financial statements. At June 30, 2021, the options had an intrinsic value of $190,000 (December 31, 2020 - $760,000) based on the exercise price of $0.06 per option and a market price of $0.08 per share.

Summary of option activity in the current six-month period and options outstanding (all fully vested) at June 30, 2021:

Schedule of Options Outstanding

				Intrinsic<br> <br>Value
Balance December 31, 2020	10,000,000			$	800,000
Issued	-
Exercised	(50,000	)
Expired	-
Balance June 30, 2021	9,950,000		0.72	$	199,000

Warrants

During the six months ended June 30, 2021, no warrants to purchase shares of common stock were issued, exercised or expired. On November 19, 2020, 3,336,060 warrants issued in 2015 expired without being exercised, leaving no warrants outstanding and no intrinsic value at December 31, 2020 or at June 30, 2021.

LODE-STAR

MINING INC.

NOTES TO INTERIM FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

5.	RELATED PARTY TRANSACTIONS AND AMOUNTS DUE

At June 30, 2021, the Company had the following amounts due to related parties:

i)	$392,059<br> (December 31, 2020: $353,007): unsecured; interest at 5% per annum; with no specific terms<br> of repayment, due to LSG, the Company’s majority shareholder. Accrued interest payable<br> on the loans at June 30, 2021 was $56,926 (December 31, 2020: $47,701). During the six months<br> ended June 30, 2021, LSG paid expenses directly on behalf of the Company totaling $39,052<br> (2020: $56,564).
ii)	$775,000<br> (December 31, 2020: $730,000): unsecured; interest at 5% per annum from January 1, 2015;<br> with no specific terms of repayment, due to LSG, the Company’s majority shareholder.<br> Accrued interest payable on the loan at June 30, 2021 was $151,476 (December 31, 2020: $132,982).<br> During the six months ended June 30, 2021, the Company borrowed $45,000 (2020: $50,000) from<br> LSG.
---	---
iii)	$4,035<br> (December 31, 2020: $3,915): unsecured; non-interest bearing; with no specific terms of repayment,<br> due to the controlling shareholder of LSG. The change in value during 2021 was due to fluctuation<br> in the US to Canadian dollar exchange rate.
---	---
iv)	$40,000<br>(December 31, 2020: $40,000): unsecured; interest at 5% per annum; with no specific terms of repayment, due to the controlling shareholder<br>of LSG. Accrued interest payable on the loan at June 30, 2021 was $2,636 (December 31, 2020: $1,644).
---	---

At June 30, 2021, total interest

accrued on the above related party loans was $211,037 (December 31, 2020: $182,327).

During the current six months, there was a $120 foreign

exchange loss (2020: $200 gain) due to a related party loan amount in non-US currency. No stock-based compensation to related parties was incurred in 2021 or 2020.

During the six months ended June 30, 2021, the Company incurred $49,988 (2020: $49,988) in mineral option

fees payable to LSG, which have been accrued. The total amount of such fees due at June 30, 2021 was $673,901 (December 31, 2020: $623,913), with total interest due in the amount of $106,631 (December 31, 2020: $88,716).

At June 30, 2021, the total due to related parties of

$2,202,663 (December 31, 2020: $2,021,878) was comprised of the following:

■	Loans<br> and accrued interest - $1,422,131 (December 31, 2020: $1,309,249)
Mineral<br> option fees payable and accrued interest - $780,532 (December 31, 2020: $712,629)
---

During the six months ended June 30, 2021, the Company

incurred $50,000 (2020: $50,000) in consulting fees for strategic and mine development, payable to a company controlled by the Company’s President. At June 30, 2021, $133,500 (December 31, 2020: $83,500) of those fees was outstanding and included in Accounts Payable. A further $1,268 included in Accounts Payable at that date was owing to the same company controlled by the President, for expenses outstanding (2020: $0).

6.	CONTRACTUAL OBLIGATIONS AND COMMITMENTS

See Note 3 for details about the Company’s obligations and commitments regarding its Mineral Property Interest.

ITEM 2.	MANAGEMENT’SDISCUSSION 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

MineralProperty Interest

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 LSG’s Goldfield property (the “Acquisition”), which made LSG our largest and controlling shareholder.

LSG’s 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 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.

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 are required to fund all expenditures on the Property and pay LSG an aggregate of $5 million in cash from the Property’s 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 herein by reference. 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.

If we fail to make any cash payments to LSG within one year of October 4, 2014, we are 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 must make quarterly cash payments to LSG of $25,000 until we have 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.

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

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 represents its only material asset.

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. Much of the property remains under-explored and it is our belief that the district’s high-grade, million-ounce ore zones repeat themselves. Further surface and underground exploration work need to be executed.

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.

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

Amendmentto 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<br> LSG $5 million in cash from the Property’s mineral production proceeds in the form<br> of an NSR royalty (the “Initial Payment”);
●	paying<br> LSG all accrued and unpaid penalty payments under the Option Agreement;
---	---
●	repaying<br> to LSG (i) all loans, advances or other payments made by LSG to the Company and (ii) all<br> expenditures on the Property funded by or on behalf of LSG until the date on which the Initial<br> Payment has been completed; and
---	---
●	funding<br> all expenditures on the Property until the date on which the Initial Payment has been completed.
---	---

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<br> LSG a further $5 million in cash from the Property’s mineral production proceeds in<br> the form of a NSR royalty (the “Final Payment”); and
●	funding<br> all expenditures on the Property from the date on which the Second Option is exercised until<br> the date on which the Final Payment has been completed.
---	---

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 will 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. We expect the first work program, entailing Property-related costs for which we will be responsible, to be approved in 2021.

Property- Previous Exploration Work, Mineralization and State of Exploration

The Property is wholly owned by LSG, our largest shareholder, and is clear titled. A 1% net smelter royalty exists in the favor of the original property owner. The property consists of 31 patented claims on approximately 460 acres. LSG, over the past 15 years and continuing, has spent close to $8 million on underground rehab of approximately 1/2 mile of drift at the 300ft sub-surface level. LSG also executed 22 surface core drill holes for a total of 10,400ft and 152 underground core drill holes for a total of 23,000ft.

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

It is important to note the following sample preparation and quality controls used by LSG and by ICN, a previous operator of the Property:

Lode-StarGold drill hole core sampling and analytical protocol

All drill core samples were prepared and delivered to ALS Minerals in Reno by Tom Temkin, our COO. Individual sampled intervals varied from one to five-foot lengths, based on geologic parameters, and included 100% of core intervals. No core splitting was conducted. No duplicate samples or standards were introduced other than those inserted and utilized by ALS for their internal quality control. Lab preparation of individual samples included crushing and grinding to minus 200 mesh, followed by a 1-ton assay for gold. All samples that initially assayed over 1.0 opt Au were systematically re-assayed.

ICNdrill hole core and Rotary RC sampling and analytical protocol

All drill core samples were prepared by ICN personnel and either delivered to the assay lab or were picked up on-site by lab personnel. Rotary RC chip drilling samples were collected on-site and transported to Reno by the respective labs. The labs used included ALS Minerals and American Assay Lab. Core was sawn by ALS Minerals and/or ICN personnel. Individual core sampled intervals varied from one to five-foot lengths, based on geologic parameters, and included one-half of the original core material. Rotary RC samples were taken at five-foot intervals entirely. Quality control for all samples included a protocol of inserting duplicate samples, blanks, and known standards, at repeating intervals to maintain .08% check sampling. Lab preparation of Individual samples included crushing and grinding to minus 200 mesh, followed by a 1-ton assay for gold. All samples that initially assayed over 1.0 opt Au were systematically re-assayed.

ThirdParty Assay Data Audit

Mine Development Associates (MDA Reno), a highly regarded third party NI 43-101 service provider, has audited our drill hole database and performed a comparative QA/QC check assay analysis on selected drilling and determined no inconsistencies to exist and assays were repeatable.

NI43-101 Update Status

We filed an independent Technical Report written in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects (NI 43-101) on our property located in Goldfield, Nevada. Although not required for OTC listing, we had this report prepared under NI 43-101 guidelines to provide a summary of the Goldfield Bonanza Project. This NI 43-101 is required documentation for future possible business transactions and listings on Canadian exchanges. The Technical Report titled “Technical Report on the Goldfield Bonanza Project Esmeralda County Nevada U.S.A.” dated January 15, 2020 has been prepared by Mr. Robert M. Hatch, SME Registered Geologist.

The report is available for review on EDGAR (https://www.sec.gov/edgar/searchedgar/companysearch.html) and SEDAR (https://www.sedar.com/) under Lode-Star Mining’s issuer profile.

MetallurgyReports

To date we have had three metallurgy reports prepared. In order they are: Kappes Cassady & Associates located in Reno, NV dated July 10,2006, Newmont Mining located in Carlin, NV dated May 27, 2010, and McClelland Laboratories, Inc. located in Reno, NV dated January 26, 2016. Indications are that we can expect at a minimum, an 85% AU recovery from floatation milling. Better recovery is achieved by Agitated Leach processing, which show results closer to +90%. The best recovery results, +95%, due to the high sulphide content of the ore, is achieved through roasting. An additional lab report was generated by Kappes Cassady & Associates to determine ore compatibility for processing at Scorpio Gold’s milling circuit.

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

KeyDevelopments

On November 20, 2018 we were issued Water Pollution Control Permit NEV2017109 from the Nevada Department of Environmental Protection (NDEP) regarding production at the property. This Permit authorizes the construction, operation, and closure of approved mining facilities in Esmeralda County, Nevada. The Permit is effective for 5 years until November 20, 2023 and authorizes the processing of 10,000 tons of ore per year from Lode-Star’s underground operations. 100% of the permitting cost has been borne by our largest shareholder, Lode-Star Gold INC.

Unique to our production permit, the Nevada Department of Environmental Protection has endorsed the Company’s intensions to temporarily store waste rock underground. Once stockpiled, waste rock is brought to the surface to backfill and remediate our historic abandoned mine shafts. This will save us the significant time and expense of having to permit and build a surface waste containment facility.

MineDevelopment:

LSG is developing its Red Hills zone and raising in its Church zone. The raise in the Church Zone is expected to become the Project’s secondary escape-way and a vertical pathway to access gold ore identified in the ICN’s Church zone drilling.

StepOut Drilling and Exploration:

Surface drilling on the property is on hold. LSG completed its Phase One 1500ft of 6 holes of surface core drilling in the Church Zone and found no clear indication of zone’s ore bearing geology. The Company is waiting to see what geologic modeling can be interpreted from the completion of raising its secondary escapeway to the surface.

The target area, as described in our most recent NI 43-101, is the high-grade area referred to as the Church Vein Zone. This zone measures up to 40 feet in width and trends at least 600 feet north-northeasterly, immediately west of the Church shaft. Drilling by ICN in 2011 included 19 core holes with varying results. Some holes did not hit the intended target and will be re-drilled to better test the target. As drilling progressed into the vein area, marginal gold was identified. Three holes, ICN-003, ICN-013 and ICN-014 (results below) hit solid high- grade intercepts which need further drilling to define. (Grams per Metric Tonne = 34.2857).

Hole ICN-003: included 9.5 ft (2.90 m) weighted averaged assays of 40.79 oz/ton (1398.6 g/t) gold. Hole ICN-013: included 4.5 ft (1.37 m) with 51.46 oz/ton (1764.2 g/t) gold. Hole ICN-014: included 3.5 ft (1.00 m) with 68.02 oz/ton (2332.0 g/t) gold. Hole ICN-001 included 3.0 ft (0.90 m) with averaged assays of 6.29 oz/ton (215.7 g/t) gold and ICN-023 included 4.0 ft (1.22 m) with averaged assays of 1.44 oz/ton (49.35 g/t) gold.

MineDevelopment - Drilling the Northeast Corridor

For technical details, see our report filed on Form 10-K for the year ended December 31, 2020. The Property’s Red Hills and Church zones can support mine development utilizing the Company’s current infrastructure. Underground mining in the Red Hills area will extract ore on the 300-level. We plan to initially mine 10,000 tons of material per year at a rate of approximately 50 tons per day.

We have a $5.0 million exploration and mine development program that is focused on defining the Property’s existing and mineable gold mineralization; to advance the geologic modeling in preparation for mining; and bulk sampling of the Project’s current underground workings as well as for working capital purposes.

Details of the development program are as follows:

Item	Major Categories	Cost
1.	Equipment<br> & Mining Materials	$275,000
2.	Secondary<br> Escape & Second Production Shaft	$1<br> million
3.	Red<br> Hills/Stope & Decline Vein Zones Mining	$860,000
4.	Drilling<br> the Northeast Corridor	$2<br> million
5.	Corporate<br> & General Admin.	$865,000
	Total	$5 million

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

Line items 1, 2, 3 and 5 above, totaling $3.0 million are required for bulk sampling of the Property’s current workings.

Line item 4 accounts for the Development Drilling totaling $2.0 million required to fully assess the Northeast Corridor.

Theestimates above are for planning purposes only. No information contained herein should be considered an official corporate offering.The application of funds shown above is an estimate and may not exactly match the actual future costs.

Funding

All of our ongoing operations, since the inception of our Mineral Option Agreement on October 4, 2014, have been 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.

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 Chief Operating Officer, Thomas Temkin, who is also a director, is a Certified Professional Geologist and a Qualified Person under National Instrument (NI) 43101, with more than 40 years of experience in the mining industry, primarily in exploration in the Western United States. He is currently a consulting geologist working with LSG. Mr. Temkin has been associated with LSG and the Property for over 20 years and has been instrumental through its entire exploration program to date.

Our Corporate Secretary, Pam Walters, has been associated with the mining industry for over 25 years and has managed the corporate finance and business operations of LSG and its owners.

GoingConcern

In the audit report accompanying our financial statements for the year ended December 31, 2020, our auditors issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our expenses. We have not generated any revenues to-date and we cannot currently estimate the timing of any possible future revenues. Currently, our only source of cash is from loans or investments by others in our common stock.

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

Resultsof Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the period ended June 30, 2021 which are included above in Part I, Item 1.

	Three Months Ended June 30				Change
	2021		2020		Amount		Percentage

Revenue		-		-		-		-
Operating Expenses		82,788		90,507		(7,719		(9	%)
Operating Loss		(82,788		(90,507		7,719		(9	%)
Other Expenses		(24,257		(20,366		(3,891		19	%
Net Loss		(107,045		(110,873		3,828		3	%
	Six Months Ended June 30				Change
	2021		2020		Amount		Percentage

Revenue		-		-		-		-
Operating Expenses		186,918		205,086		(18,168		(9	%)
Operating Loss		(186,918		(205,086		18,168		(9	%)
Other Expenses		(47,007		(39,295		(7,712		20	%
Net Loss		(233,925		(244,381		10,456		(4	%)

All values are in US Dollars.

Revenues

We had no operating revenues during the six months ended June 30, 2021 and 2020. We recorded a net loss of $233,925 for the six months ended June 30, 2021 and have an accumulated deficit of $3,728,826. The possibility and timing of revenue being generated from our mineral property interest remains uncertain

Expenses

Notable year over year differences in expenses for the second quarter were as follows:

	Three Months Ended June 30		Increase/(Decrease)
	2021	2020	Amount		Percentage

Exploration and evaluation						105	%
Professional fees				)		(62	%)
Interest, bank and finance charges						19	%

All values are in US Dollars.

Exploration and evaluation expense in the current and prior year’s second quarter was for assay costs. Those expenditures increased in 2021 due to an increased volume of assays as exploration work advanced.

Professional fees were lower in Q2 of 2021 primarily due to audit and accounting fees for the previous year end (approximately $14,000) being incurred in Q1, whereas in 2020, they were incurred in Q2.

Interest, bank and finance charges were higher in Q2 of 2021 primarily due to the ongoing increase in loans from LSG.

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

BalanceSheets at June 30, 2021 and December 31, 2020

Items with notable period-end differences are as follows:

			Change
	June 30, 2021	December 31, 2020	Amount	Percentage

Accounts payable and accrued liabilities					64	%
Due to related parties and accrued interest					9	%

All values are in US Dollars.

Accounts payable increased principally due to the accrual of $50,000 in consulting fees and approximately $1,000 in expenses due to our President in the six months ended June 30, 2021, along with approximately $2,000 in bookkeeping fees.

The increase in Due to related parties resulted from increased related party loans and accrued interest in 2021 of approximately $113,000, together with the accrual of fees and interest due under the terms of our mineral option agreement with LSG of approximately $68,000.

Liquidityand Capital Resources

At June 30, 2021, our total assets were $247,706 and our total liabilities were $2,340,926. Our working capital deficiency at June 30, 2021 and December 31, 2020 and the changes between those dates were as follows:

					Increase/(Decrease)
	June 30,2021		December 31,2020		Amount		Percentage

Current Assets		17,526		16,584		942		6	%
Current Liabilities		2,340,926		2,106,059		234,867		11	%
Working Capital Deficiency		(2,323,400		(2,089,475		(233,925		(11	%)

All values are in US Dollars.

The increase in our working capital deficiency from December 31, 2020 to June 30, 2021 was primarily due to the increases in Accounts payable of approximately $54,000 and in Due to related parties of approximately $181,000 (each of which are explained in the comments above on Balance Sheet changes).

CashFlows

	Six Months Ended June 30				Increase/(Decrease)
	2021		2020		Amount		Percentage

Cash Flows Provided By (Used In):
Operating Activities		)		)				(52	%)
Financing Activities						)		(50	%)
Net increase in cash				)				(144	%)

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 and Chief Financial Officer concluded that, as of June 30, 2021, 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 June 30, 2021 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 period ended December 31, 2020.

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We had no unregistered sales of securities during the six months ended June 30, 2021.

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.

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	XBRL<br> Instance Document
101.SCH	XBRL<br> Taxonomy Extension Schema
101.CAL	XBRL<br> Taxonomy Extension Calculation Linkbase
101.DEF	XBRL<br> Taxonomy Extension Definition Linkbase
101.LAB	XBRL<br> Taxonomy Extension Label Linkbase
101.PRE	XBRL<br> Taxonomy Extension Presentation Linkbase
104	Cover<br> Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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 6^th^ day of August 2021.

LODE-STAR MINING INC.
BY	“Mark Walmesley”
	Mark<br> Walmesley
	President,<br> Principal Executive Officer, Treasurer, Principal Financial Officer, and Principal Accounting Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Mark Walmesley	Director,<br> President, Chief Executive Officer and Chief Financial Officer	August<br> 6, 2021
Mark<br> Walmesley
/s/<br> Thomas Temkin	Director<br> and Chief Operating Officer	August<br> 6, 2021
Thomas<br> Temkin

EXHIBIT

INDEX

Exhibit No.	Document Description
31.1	Certification<br> of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification<br> pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive and Chief Financial Officer.
101.INS	XBRL<br> Instance Document
101.SCH	XBRL<br> Taxonomy Extension Schema
101.CAL	XBRL<br> Taxonomy Extension Calculation Linkbase
101.DEF	XBRL<br> Taxonomy Extension Definition Linkbase
101.LAB	XBRL<br> Taxonomy Extension Label Linkbase
101.PRE	XBRL<br> Taxonomy Extension Presentation Linkbase
104	Cover<br> Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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 June 30, 2021 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> August 6, 2021	/s/ MarkWalmesley
	Mark<br> Walmesley
	President,<br> Principal Executive Officer, Treasurer, Principal Financial 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 June 30, 2021, 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.
---	---

Dated this 6^th^ day of August 2021

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