Lode-Star Mining Inc. - Annual Report: 2015 (Form 10-K)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015
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Commission File Number: 000-53676
LODE-STAR MINING INC.
(formerly International Gold Corp.)
(Exact name of registrant as specified in its charter)
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NEVADA
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47-4347638
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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13529 Skinner Road, Suite N
Cypress, TX 77429-1775
(Address of principal executive offices, including zip code.)
(Address of principal executive offices, including zip code.)
(832) 371-6531
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to section 12(g) of the Act:
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NONE
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Common Stock, $0.001 par value
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES o NO þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act:
YES o NO þ
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 past 90 days. YES þ NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
YES þ NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer
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o
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Accelerated Filer
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o
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Non-accelerated Filer
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o
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Smaller Reporting Company
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þ
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO þ
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of December 31, 2015 was $339,392. The stock price used in this calculation was the closing price of the registrant’s stock reported on the OTCQB marketplace on December 28, 2015, the date closest to the last business day of the registrant’s 2015 fiscal year. For purposes of calculating this amount only, all executive officers and directors and beneficial owners of 5% or more of the outstanding shares of common stock have been treated as affiliates.
At March 29, 2016 there were 49,127,825 shares of the registrant’s common stock outstanding.
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TABLE OF CONTENTS
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PART I
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Item 1.
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Business.
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3 |
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Item 1A.
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Risk Factors.
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4 |
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Item 1B.
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Unresolved Staff Comments.
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8 |
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Item 2.
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Properties.
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8 |
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Item 3.
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Legal Proceedings.
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11 |
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Item 4
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Mine Safety Disclosure
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11 |
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PART II
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Item 5
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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11 |
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Item 6.
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Selected Financial Data.
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13 |
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operation.
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13 |
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk.
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21 |
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Item 8.
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Financial Statements and Supplementary Data.
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
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23 |
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Item 9A.
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Controls and Procedures.
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Item 9B.
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Other Information.
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24 |
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance.
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24 |
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Item 11.
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Executive Compensation.
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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30 |
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence.
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31 |
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Item 14.
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Principal Accounting Fees and Services.
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32 |
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PART IV
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Item 15.
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Exhibits and Financial Statement Schedules.
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Cautionary Note Regarding Forward-Looking Statements.
This current report on Form 10-K (this “Report”) contains forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks and the risks set out below, any of which may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:
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the uncertainty of future revenue and profitability based upon our current financial condition and history of losses;
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our lack of operating history;
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risks relating to our liquidity;
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risks related to the market for our common stock and our ability to dilute our current shareholders’ interest;
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risks related to our ability to locate and proceed with a new project or business for which we can obtain funding;
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risks related to our ability to obtain adequate financing on a timely basis and on acceptable terms; and
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other risks and uncertainties related to our business strategy.
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This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.
Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. 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.
Unless the context otherwise requires, references in this Report to “LSM,” the “Company”, “we”, “us”, “our”, or “ours” refer to Lode-Star Mining Inc.
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PART I.
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ITEM 1.
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BUSINESS
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Lode-Star Mining Inc. (formerly International Gold Corp.) was incorporated in the State of Nevada on December 9, 2004 for the purpose of acquiring and exploring mineral properties.. Our principal executive offices are located at 13529 Skinner Road, Suite N, Cypress, Texas 77429-1775. We also maintain a Canadian business office at 666 Burrard Street, Suite 600, Vancouver, British Columbia, Canada V6E 4M8.
On May 12, 2015, International Gold Corp. completed a merger with its wholly owned subsidiary, Lode-Star Mining Inc., and formally assumed the subsidiary’s name by filing Articles of Merger with the Nevada Secretary of State (the “Name Change”). The subsidiary was incorporated entirely for the purpose of effecting the Name Change and the merger did not affect our corporate structure in any other way.
Mineral Property Interest
On December 5, 2014, we entered into a subscription agreement (the “Subscription Agreement”) with Lode Star Gold Inc. (“LSG”), a private Nevada corporation, pursuant to which we agreed to issue 35,000,000 shares of our common stock, valued at $230,180, to LSG in exchange for a 20% undivided beneficial interest in and to the mineral claims owned by LSG (the “Acquisition”). The mineral claims, known as the “Goldfield Bonanza Project” (the “Property”), are located in the State of Nevada.
The execution of the Subscription Agreement was one of the closing conditions of an Option Agreement dated October 4, 2014, pursuant to which we acquired the sole and exclusive option to earn up to an 80% undivided interest in and to the Property. In order 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 a net smelter royalty (“NSR”). Until such time as 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.
If we fail to make any cash payments to LSG within one year of December 11, 2014 (the “Closing Date”), 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 such time as we have earned the additional 60% interest in the Property.
The Option Agreement provides that we will act as the operator on the Property and that a management committee will be formed, comprised of representatives from us and LSG, with voting based on each party’s proportionate interest, to supervise exploration of the Property and approve work programs and budgets. To the date of this report, no work programs have been approved and 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 the latter half of 2016.
Given that permitting for operations on the Property is still to be completed, at the request of our management, LSG granted, by a letter of agreement dated November 10, 2015, a six month deferment to June 11, 2016 of the $100,000 payment otherwise due within one year of the Closing Date (i.e. on December 11, 2015) if we fail to make any cash payments to LSG.
Change in Officers
As a result of the Acquisition and on the Closing Date, our former President and Chief Executive officer submitted his resignation and Mark Walmesley, our Chief Financial Officer, Treasurer and a director, as well as a director of LSG, was appointed to fill the resulting vacancies. Mr. Walmesley is now our President, Chief Executive Officer, Chief Financial Officer, Treasurer and a director.
Change in Shell Company Status
Prior to our acquisition of the mineral property interest, we were a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act) since we were not generating revenues, did not own an operating business, did not have any assets other than cash and cash equivalents, and had no specific plan other than to engage in a merger or acquisition transaction with an operating company or business. We have no revenues, have losses since inception, have no direct operations, and have been issued a going concern opinion by our auditor. We are relying upon the sale of securities and loans to fund our operations. We have no employees and expect to use outside consultants, advisors, attorneys and accountants as necessary.
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ITEM 1.
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BUSINESS (continued)
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Change in Control of Registrant
As a result of the Acquisition, LSG acquired 35,000,000 shares of our common stock, or approximately 71.2% (currently) of the total voting power of all of our outstanding voting securities. LSG assumed control from the holders of our issued and outstanding common stock, and in particular our former president, who owned approximately 24.3% of our common stock prior to the Closing Date.
Lode-Star Gold Inc. (“LSG”)
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.
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.
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ITEM 1A.
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RISK FACTORS.
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You should carefully consider the risks described below before purchasing our common stock. The following risk factors could have a material adverse effect on our business, financial condition and results of operations.
We have a history of operating losses and there can be no assurance that we can achieve or maintain profitability.
We have a history of operating losses and may not achieve or sustain profitability. We cannot guarantee that we will become profitable. Even if we achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may be unable to sustain or increase profitability and our failure to do so would adversely affect our business, including our ability to raise additional funds.
Because our auditors have issued a going concern opinion, there is substantial uncertainty that we will be able to continue our operations.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue to operate over the next 12 months. Our 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 we cannot continue in existence. As such, if we are unable to obtain new financing to execute our business plan we may be required to cease our operations.
The Property may not contain mineral reserves that are economically recoverable and we cannot accurately predict the effect of certain factors affecting such a determination.
LSG has not determined if the Property contains mineral reserves that are economically recoverable. Exploration for mineral reserves involves a high degree of risk, which even a combination of careful evaluation, experience and knowledge, may not eliminate. Few properties which are explored are ultimately developed into producing properties. Regardless, LSG is currently in the process of re-opening its underground working and plans to complete the first and second phases of its feasibility program, which, pursuant to the Option Agreement, we are required to fund.
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ITEM 1A.
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RISK FACTORS (continued)
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Estimates of mineral reserves and any potential determination as to whether a mineral deposit will be commercially viable can be affected by such factors as deposit size; grade; unusual or unexpected geological formations and metallurgy; proximity to infrastructure; metal prices which are highly cyclical; environmental factors; unforeseen technical difficulties; work interruptions; and government regulations, including regulations relating to permitting, prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted.
The long term profitability of our operations will be, in part, directly related to the cost and success of our exploration and development program. Substantial expenditures are required to establish reserves through drilling, to develop processes to extract the ore and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen for extraction. Although substantial benefits may be derived from the discovery of a major deposit, we cannot provide any assurance that any such deposit will be commercially viable or that we will be able to obtain the funds required for development on a timely basis.
If the Property is ultimately placed into production, we will encounter hazards and risks that could result in significant legal liability.
In the event that we are ultimately able to commence commercial production on the Property, our operations will be subject to all of the hazards and risks normally encountered in the exploration, development and production of gold, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, the mine and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although we plan to take appropriate precautions to mitigate these hazards and risks by, among other things, obtaining liability insurance in an amount considered to be adequate by management, their nature is such that the liabilities might exceed policy limits, they might not be insurable, or we may not elect to insure against them due to high premium costs or other reasons, which could have a material adverse effect upon our financial condition and results of operations.
We face significant competition in the mineral resource industry that presents an ongoing threat to the success of our business.
The mining industry is intensely competitive in all of its phases, and we will be forced to compete with many companies that possess greater financial resources and technical facilities than we do. Significant competition exists for the limited number of mineral acquisition opportunities available in our sphere of operations. As a result of this competition, our ability to acquire additional attractive mining properties on terms we consider acceptable may be adversely affected.
Fluctuating mineral prices may negatively affect our ability to secure financing or our results of operations.
Our future revenues, if any, will likely be derived from the extraction and sale of base and precious metals. The price of those commodities has fluctuated widely, particularly in recent years, and is affected by numerous factors beyond our control including economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global and regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals, and therefore the economic viability of our business, could negatively affect our ability to secure financing or our results of operations.
We are subject to government laws and regulations particular to our operations with which we may be unable to comply.
We may not be able to comply with all current and future government environmental laws and regulations which are applicable to our business. Our operations are subject to all government regulations normally incident to conducting business: occupational safety and health acts, workmen’s compensation statutes, unemployment insurance legislation, income tax and social security laws and regulations, and most importantly, environmental laws and regulations. In addition, we are subject to laws and regulations regarding the development of mineral properties in the State of Nevada. We are also subject to governmental laws and regulations applicable to small public companies and their capital formation efforts.
We are engaged in mineral exploration and are accordingly exposed to environmental risks associated with mineral exploration and mining activity. LSG is currently in the exploration stage and has not determined whether significant site reclamation costs will be required on the Property in the future, which we will likely be responsible for as well. Although we will make every effort to comply with all applicable laws and regulations, we cannot provide any assurance that we will be able to deal with evolving environmental attitudes and regulations, nor can we predict the effect of any future changes to environmental regulations on our proposed business activities. We only plan to record liabilities for site reclamation when reasonably determinable and when such costs can be reliably quantified. Other costs of compliance with environmental regulations may also be burdensome.
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ITEM 1A.
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RISK FACTORS (continued)
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Our failure to comply with material regulatory requirements could have an adverse effect on our ability to conduct our business. The expenditure of substantial sums on environmental matters would have a materially negative effect on our ability to implement our business plan and could require us to cease operations.
Our business depends substantially on the continuing efforts of our officers, and our business may be severely disrupted if we lose their services.
Our future success heavily depends on the continued service of our officers. Although we plan to increase the size of our Board of Directors, appoint additional officers and engage various consultants as our business grows, if they are unable or unwilling to continue to work for us in their present capacities, we may have to spend a considerable amount of time and resources searching, recruiting and integrating one or more replacements into our operations, which would severely disrupt our business. This may also adversely affect our ability to execute our business strategy.
Our new President’s limited experience managing a publicly traded company may divert his attention from operations and harm our business.
Mark Walmesley, our President, Chief Executive Officer, Chief Financial Officer, Treasurer and director, has no previous experience managing a publicly traded company and complying with federal securities laws, including compliance with recently adopted disclosure requirements on a timely basis. He will be required to design and implement appropriate programs and policies in responding to increased legal, regulatory compliance and reporting requirements, and any failure to do so could lead to the imposition of fines and penalties and harm our business.
We may be unable to attract and retain qualified, experienced, highly skilled personnel, which could adversely affect the implementation of our business plan.
Our success depends to a significant degree upon our ability to attract, retain and motivate skilled and qualified personnel. As we become a more mature company in the future, we may find recruiting and retention efforts more challenging. If we do not succeed in attracting, hiring and integrating such personnel, or retaining and motivating existing personnel, we may be unable to grow effectively. The loss of any key employee, including members of our management team, and our inability to attract highly skilled personnel with sufficient experience in our industry could harm our business.
We may indemnify our officers and directors against liability to us and our security holders, and such indemnification could increase our operating costs.
Our Amended and Restated Articles of Incorporation allow us to indemnify our officers and directors against claims associated with carrying out the duties of their offices. Our Bylaws also allow us to reimburse them for the costs of certain legal defenses. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our officers, directors or control persons, we have been advised by the SEC that such indemnification is against public policy and is therefore unenforceable.
Since our officers and directors are aware that they may be indemnified for carrying out the duties of their offices, they may be less motivated to meet the standards required by law to properly carry out such duties, which could increase our operating costs. Further, if any of our officers and directors files a claim against us for indemnification, the associated expenses could also increase our operating costs.
Failure to comply with the Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.
As a Nevada corporation, we are subject to the Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Some foreign companies, including some that may compete with us, may not be subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices may occur from time-to-time in the countries in which we conduct our business. However, our employees or other agents may engage in conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.
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ITEM 1A.
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RISK FACTORS (continued)
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Current global financial and economic conditions could adversely impact our operations and financial condition.
Current global financial and economic conditions, while improving, remain volatile. Many industries, including the mineral resource industry, are impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk; devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets; and a lack of market liquidity. Such factors may impact our ability to obtain financing on favourable terms or at all. Additionally, global economic conditions may cause a long term decrease in asset values. If such global volatility and market turmoil continue, our operations and financial condition could be adversely impacted.
Risks Related to Ownership of Our Common Stock
Because there is a limited public trading market for our common stock, investors may not be able to resell their shares.
There is currently a limited public trading market for our common stock. Therefore, there is no central place, such as stock exchange or electronic trading system, to resell any shares of our common stock. If investors wish to resell their shares, they will have to locate a buyer and negotiate their own sale. As a result, they may be unable to sell their shares or may be forced to sell them at a loss.
We cannot assure investors that there will be a market in the future for our common stock. The trading of securities on the OTCQB is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock. Investors may not be able to sell shares at their purchase price or at any price at all.
LSG has voting control over matters submitted to a vote of the stockholders, and it may take actions that conflict with the interests of our other stockholders and holders of our debt securities.
We issued 35,000,000 shares of our common stock to LSG on the Closing Date, and LSG therefore controls approximately 71.2% of the votes eligible to be cast by stockholders in the election of directors and generally. As a result, LSG has the power to control all matters requiring the approval of our stockholders, including the election of directors and the approval of mergers and other significant corporate transactions.
The sale of securities by us in any equity or debt financing could result in dilution to our existing stockholders and have a material adverse effect on our earnings.
Any sale of common stock by us in a future private placement offering could result in dilution to the existing stockholders as a direct result of our issuance of additional shares of our capital stock. In addition, our business strategy may include expansion through the acquisition of additional property interests or through business combinations with entities operating in our industry. In order to do so, or to finance the cost of our operations, we may issue additional equity securities that could dilute our stockholders’ stock ownership. We may also pursue debt financing, if and when available, and this could negatively impact our earnings and results of operations. If the board of directors issues an additional class of voting for less than fair value, the value of your interest in the company will be diluted. We have no present intention to issue any additional class of voting securities.
We are subject to penny stock regulations and restrictions and investors may have difficulty selling shares of our common stock.
Our common stock is subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the “penny stock rules”. Section 15(g) sets forth certain requirements for transactions in penny stock, and Rule 15g-9(d) incorporates the definition of “penny stock” that is found in Rule 3a51-1 of the Exchange Act. The SEC generally defines a penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. We are subject to the SEC’s penny stock rules.
Since our common stock is deemed to be penny stock, trading in the shares of our common stock is subject to additional sales practice requirements on broker-dealers who sell penny stock to persons other than established customers and accredited investors. “Accredited investors” are generally persons with assets in excess of $1,000,000 (excluding the value of such person’s primary residence) or annual income exceeding $200,000 or $300,000 together with their spouse. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such security and must have the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in an account and information to the limited market in penny stocks.
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ITEM 1A.
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RISK FACTORS (continued)
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Consequently, these rules may restrict the ability of broker-dealer to trade and/or maintain a market in our common stock and may affect the ability of our stockholders to sell their shares of common stock.
There can be no assurance that our common stock will qualify for exemption from the penny stock rules. In any event, even if our common stock was exempt from the penny stock rules, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the public interest.
We do not expect to pay dividends for the foreseeable future.
We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, our stockholders will not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favorable terms or at all.
Investors may face significant restrictions on the resale of their shares due to state “blue sky” laws.
Each state has its own securities laws, commonly known as “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.
We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. Investors should therefore consider the resale market for our common stock to be limited, as they may be unable to resell their shares without the significant expense of state registration or qualification.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS.
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None.
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ITEM 2.
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PROPERTIES.
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The Property is located in west-central Nevada (Figure 1), 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 6000 feet. Vegetation is sparse, consisting largely of sagebrush, rabbitbrush, Joshua trees and grasses.
The Property consists of 31 patented claims and 1 unpatented millsite claim (Figure 2), covering a total of approximately 460 acres, or 186 hectares. Only the single unpatented claim is administered by the United States Bureau of Land Management, and annual assessment filings and payments are due on it. The patented claims are owned as private land by LSG, and only annual property taxes must be paid.
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ITEM 2.
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PROPERTIES. (continued)
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Figure 1: Property Location Map
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ITEM 2.
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PROPERTIES. (continued)
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Figure 2: Claim Map
Further details about the Property and its history can be found in our report filed on Form 8-K on December 16, 2014 which is incorporated herein by reference.
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ITEM 3.
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LEGAL PROCEEDINGS.
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We are not a party to any pending legal proceeding which management believes is likely to result in a material liability and no such action has been threatened against us, or, to the best of our knowledge, is contemplated.
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ITEM 4.
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MINE SAFETY DISCLOSURES.
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Not applicable.
PART II
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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Our stock is quoted under the symbol “LSMG” on the OTCQB marketplace of the OTC Markets Group. OTCQB companies must verify via an annual OTCQB Certification, signed by the company CEO or CFO, that their company information is current, including information about a company’s reporting status, company profile, information on management and boards, major shareholders, law firms, transfer agents, and IR / PR firms.
The high and low bid quotations of our common stock for the periods indicated below are as follows:
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2015
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Quarter Ended
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High
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Low
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||||||
|
December 31
|
$
|
0.04
|
$
|
0.01
|
||||
|
September 30
|
$
|
0.0275
|
$
|
0.015
|
||||
|
June 30
|
$
|
0.05
|
$
|
0.02
|
||||
|
March 31
|
$
|
0.11
|
$
|
0.03
|
||||
|
2014
|
||||||||
|
Quarter Ended
|
High
|
Low
|
||||||
|
December 31
|
$
|
0.10
|
$
|
0.01
|
||||
|
September 30
|
$
|
0.15
|
$
|
0.03
|
||||
|
June 30
|
$
|
0.55
|
$
|
0.03
|
||||
|
March 31
|
$
|
0.20
|
$
|
0.03
|
||||
These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.
The market for our common stock has been sporadic and there have been significant periods during which there were few, if any, transactions in the common stock and no reported quotations. Accordingly, reliance should not be placed on the quotes listed above, as the trades and depth of the market may be limited, and therefore, such quotes may not be a true indication of the current market value of the Company’s common stock.
On December 31, 2015, we had 86 shareholders of record of our common stock.
Capitalization
On November 11, 2015, our board of directors and stockholders holding a majority of our voting shares authorized the following actions:
|
|
·
|
Adoption of an omnibus equity incentive plan for directors, officers, and consultants;
|
|
|
·
|
Adoption of Amended and Restated Articles of Incorporation filed with the Secretary of State of Nevada to effect the following:
|
|
|
§
|
authorize our board of directors to change our corporate name to a name selected by our directors;
|
|
|
§
|
establish corporate codes and committees of the board of directors;
|
|
|
§
|
increase the number of shares of capital stock we are authorized to issue; and
|
|
|
§
|
authorize the issuance of preferred stock with preferences, limitations, and relative rights designated by our board of directors.
|
|
|
§
|
authorize indemnification agreements with directors and senior officers; and
|
|
|
§
|
adopt a serial board of directors and other measures that are intended to be anti-takeover provisions.
|
11
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (continued)
|
On November 24, 2015, the board of directors authorized the following changes to our capitalization:
Our authorized capital was increased from 100,000,000 shares of common stock with a par value of $0.00001 per share to 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 par value per share. No shares of preferred stock have been issued to date.
There are no present plans, understandings or agreements, and we are not engaged in any negotiations that will involve the issuance of capital stock. However, the board of directors believes it prudent to have shares of common and preferred stock available for such corporate purposes as the board of directors may from time to time deem necessary and advisable including, without limitation, acquisitions, the raising of additional capital and assurance of flexibility of action in the future.
We believe that the Amended and Restated Articles of Incorporation will provide a greater measure of flexibility and simplicity in corporate governance and will increase the marketability of our securities. Nevada has adopted a modern code governing the formation and operation of corporations. In addition, the Nevada law provides for greater flexibility in raising capital and other corporate transactions. Nevada imposes no franchise taxes or corporate income taxes on corporations that are incorporated in Nevada.
Securities Authorized for Issuance under Equity Compensation Plans
As part of the November 24, 2015 changes to our capitalization, we reserved 10,000,000 shares of common stock for issuance under a new 2016 Omnibus Equity Incentive Plan. The purpose of the Plan is to maintain our ability to attract and retain highly qualified and experienced directors, officers and consultants and to give such directors, officers and consultants a continued proprietary interest in our success. The Plan is posted on our website at www.lodestarmining.com and is available to any stockholder by request to us. To date, 1,469,825 shares of common stock and warrants to purchase 3,336,060 shares of common stock have been issued under the Equity Incentive Plan. None of those warrants have been exercised.
Immediately upon the grant of any award, the number of shares that may be issued or optioned under the plan will be increased such that the total number of shares issuable under the plan and reserved for issuance upon exercise of outstanding options, warrants or conversion of shares of preferred stock will equal 10% of the total number of issued and outstanding shares. Such increase in the number of shares subject to the plan shall occur without the necessity of any further corporate action of any kind or character.
Dividends
We have not declared any cash dividends, nor do we have any plans to do so. Management anticipates that, for the foreseeable future, all available cash will be needed to fund our operations.
Penny Stock
Our common stock is subject to the provisions of Section 15(g) of the Exchange Act and Rule 15g-9 thereunder, commonly referred to as the “penny stock rule”. Section 15(g) sets forth certain requirements for transactions in penny stock, and Rule 15g-9(d) incorporates the definition of “penny stock” that is found in Rule 3a51-1 of the Exchange Act. The SEC generally defines a penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. We are subject to the SEC’s penny stock rules.
Since our common stock is deemed to be penny stock, trading in the shares of our common stock is subject to additional sales practice requirements on broker-dealers who sell penny stock to persons other than established customers and accredited investors. “Accredited investors” are generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of securities and must have the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document prepared by the SEC relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for penny stocks held in an account and information to the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealer to trade and/or maintain a market in our common stock and may affect the ability of our stockholders to sell their shares.
12
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (continued)
|
Recent Sales of Unregistered Securities
During the year ended December 31, 2015, we had no cash subscriptions for shares of its common stock.
On November 11, 2015, we entered into a one year agreement to obtain assistance in conducting business strategy and communications planning, public financial disclosure reporting, and various matters in connection with directors and other professionals as needed by us. In consideration for the services to be provided, we granted the consultant 1,469,825 shares of common stock. Those shares were issued on December 11, 2015 and were valued at $29,397, based on market price at the date of the agreement. In addition, the consultant was granted warrants with a five year term, commencing the date of the agreement, to purchase 3,336,060 shares of common stock at a price of $0.02 per share, including a cashless exercise option. The warrants were valued at $66,721 using the Black-Scholes option pricing model.
The shares and warrants issued to the consultant were offered and sold in a private transaction in reliance upon the exemption from registration pursuant to Section 4(2) of the Securities Act. Our reliance on Section 4(2) of the Securities Act was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one offeree; (c) we did not engage in any subsequent or contemporaneous public offerings of securities; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the consultant and us.
On January 9, 2015, we reached agreements in connection with the loans to us of $24,696 (CAD $28,650) and $1,767 (CAD $2,050) whereby the loan amounts were to be converted to our common shares at a price of CAD $0.05, to result in the issuance of 573,000 and 41,000 common shares respectively. Those shares were issued on April 6, 2015.
On January 9, 2015, an agreement was reached to modify the terms of a loan to us such that $26,750 of accrued interest together with a premium was to be converted to our common shares at a price of $0.05 per share, to result in the issuance of 535,000 common shares. Those shares were issued on April 6, 2015.
Other than as described above, or as disclosed in previous reports filed on Forms 10-Q, 10-K or 8-K, we have not issued any equity securities that were not registered under the Securities Act within the past three years.
|
ITEM 6.
|
SELECTED FINANCIAL DATA.
|
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
|
ITEM 7.
|
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 audited financial statements and related notes appearing elsewhere in this report. In addition to historical financial information, the following discussion includes a number of forward-looking statements that reflect our plans, estimates and our current views with respect to future events and financial performance. See “Cautionary Note Regarding Forward Looking Statements” above for a discussion of forward-looking statements and the significance of such statements in the context of this Report.
Plan of Operations
We anticipate that we will require approximately $2 million to pursue our plan of operations over the next 12 months, as detailed below:
Permitting
Our primary focus now is on the mine permitting process. We have retained the following specialists in underground permitting of narrow vein, high sulphide mines to assist in executing that permitting process:
|
|
·
|
Rubicon Environmental Consulting to act as the lead consultant
|
|
|
·
|
Hydrogeologica Inc. to consult on water and geology
|
|
|
·
|
Tierra Group International to consult on mine planning and engineering
|
13
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (continued)
|
Unique to our permitting is the proposed underground area of work named the Red Hills Stope Zone. It is 150 feet above the 450 foot deep water table, making the mine essentially a dry mine.
The mine’s 300 foot level workings has pockets of unused volume where our potentially acid generating waste rock can be stored. This means no waste rock will come to the surface and LSM will avoid, for the short-term, the expense of having to build and maintain a surface storage facility.
We are hopeful that the two aforementioned mitigating circumstances will make our permitting process more rapid and therefore, the costs of execution and infrastructure improvements will be kept at a minimum.
Permitting costs are anticipated as follows:
|
Rubicon
|
$40,000
|
|
Hydrogeologica
|
$135,000
|
|
Tierra
|
$75,000
|
|
State / NDEP
|
|
|
Total
|
$250,000
|
Site and Equipment Preparation
Funds required for development and output from the Red Hills Vein Zone are as follows:
Surface Infrastructure, Mine Support & Personnel Accomodation
|
Office/Shop Building (existing)
|
$0
|
|
Trailer Accommodations
|
$60,000
|
|
Contingency
|
$40,000
|
|
Total
|
$100,000
|
Equipment and Mining Material
|
Pneumatic Jacklegs (6)
|
$24,000
|
|
Pneumatic Slusher/with bucket (used) (4)
|
$80,000
|
|
Pneumatic Tugger (used) (2)
|
$10,000
|
|
1-Yard Scoop (used)
|
$208,000
|
|
Stopers/Buzzies (4)
|
$8,000
|
|
Schwing Pump
|
$10,000
|
|
Compressor
|
$60,000
|
|
Hoist Rehab & Retrofitting
|
$100,000
|
|
Total
|
$500,000
|
Underground Rehab & Preliminary Mine Development
|
Labor - 3.75 man crew x 10 hrs/day x 1 month
|
$31,428
|
|
Equipment Maintenance
|
$38,212
|
|
Ground Support
|
$20,000
|
|
Consumables – small hand tools
|
$1,000
|
|
Utilities
|
$19,600
|
|
Total
|
$110,240
|
Ore Grade Control
|
Total
|
$50,000
|
14
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (continued)
|
Red Hills Vein Zone Mining
|
Labor – 3.75 man crew x 10 hrs/day x 5 months
|
$145,620
|
|
Timber
|
$13,200
|
|
Equipment Maintenance
|
$28,320
|
|
Ground Support
|
$13,400
|
|
Explosives
|
$10,665
|
|
Backfill Material
|
$46,454
|
|
Consumables - small hand tools
|
$5,000
|
|
Utilities
|
$4,835
|
|
Total
|
$267,494
|
General Corporate and Administration Fees
|
Personnel
|
$320,000
|
|
Regulatory
|
$120,000
|
|
General
|
$280,000
|
|
Total
|
$720,000
|
Toll Milling
We have no facilities to process ore and are negotiating with local mill operators to have our ore processed.
Funding
We do not currently have sufficient funds to carry out our entire plan of operations, so we intend to meet the balance of our cash requirements for the next 12 months through a combination of debt financing and equity financing through private placements. Currently we are active in contacting broker/dealers regarding possible financing arrangements; however, we do not currently have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings.
If we are unsuccessful in obtaining sufficient funds through our capital raising efforts, we may review other financing options, although we cannot provide any assurance that any such options will be available to us or on terms reasonably acceptable to us. Further, if we are unable to secure any additional financing then we plan to reduce the amount that we spend on our operations, including our management-related consulting fees and other general expenses, so as not to exceed the capital resources available to us. Regardless, our current cash reserves and working capital will not be sufficient for us to sustain our business for the next 12 months, even if we decide to scale back our operations.
Going Concern
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our expenses. This is because we have not generated any revenues to date and we cannot currently estimate the timing of any possible future revenues. Our only source for cash at this time is investments by others in our common stock, or loans.
Intellectual Property
We do not own any intellectual property and we have not filed for any protection of our trademark.
Personnel
We have no employees. Our president and CEO, Mark Walmesley, receives no compensation for his services. We expect to continue to use outside consultants, advisors, attorneys and accountants as necessary.
Robert Baker, our former Corporate Secretary and Director, resigned from his positions with us effective April 17, 2015. Mr. Baker was previously our President and CEO.
15
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (continued)
|
On January 19, 2015, Thomas Temkin was appointed as Chief Operating Officer and to the Board of Directors. Mr. Temkin is a Certified Professional Geologist and a Qualified Person under National Instrument (NI) 43101, with more than 38 years of experience in the mining industry, primarily in exploration in the Western United States. He is currently a consulting geologist working with LSG. Mr. Temkin has been associated with LSG and the Property for over 15 years and has been instrumental through its entire exploration program to date.
On April 22, 2015, Pam Walters was appointed as our Corporate Secretary to replace Robert Baker. Ms. 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.
Other than our three officers, who currently receive no compensation from us, we have no employees. We plan to rely on the efforts of our officers and directors, as well as a number of independent consultants, to manage our operations. However, we may hire workers on a contract basis from time to time as the need arises.
Government Regulations
We plan to engage in mineral exploration and are accordingly exposed to environmental risks associated with mineral exploration activity. LSG is currently in the exploration stage on the Property and, pursuant to the Option Agreement, once formal work plans are mutually agreed between us and LSG, we will be the operator.
In general, in Nevada, no government permits are required on mining claims for exploration activities which do not involve the use of powered equipment. Any disturbance of existing land and vegetation by powered means will generally require a permit which will specify that after work is completed land be re-contoured to the original surface and be seeded with native plant species. On unpatented claims with federally-owned surface, a “Notice of Intent” must be filed with the BLM for all activities involving the disturbance of five acres (two hectares) or less of the surface. A Notice of Intent will include details on the company submitting the notice, maps of the proposed disturbance, equipment to be utilized, the general schedule of operations, a calculation of the total disturbance anticipated, and a detailed reclamation plan and budget. A bond will be required to ensure reclamation and the amount will be determined by the calculated acreage being disturbed. The notice does not have an approval process associated with it but the bond calculation does have to be approved with a letter from the BLM before work can proceed. It is not necessary to file a Notice of Intent prior to work on land with privately owned surface.
Measurement of land disturbance is cumulative, and once five acres total has been disturbed on one project, a “Plan of Operations” must be filed and approved by the BLM before additional work can take place. This too requires a cash bond along with a reclamation plan.
LSG is not required to file a Notice of Intent for the Property with the BLM; instead, it is required to file one with the Department of Environmental Protection of the State of Nevada (NDEP), since the only portion of the Property that has publicly-owned surface rights is that which overlaps the Goldfield town limits. This form of notice includes the same information as the BLM Notice of Intent except that a detailed reclamation plan, budget and bond are not required. The notice also has a very informal approval process associated with it.
LSG is currently operating under a Notice of Intent filed with the NDEP and dated January, 2011. This is an open-ended permit that does not require bonding for reclamation and allows for a total of five acres of disturbance. We do not have any pending Notices of Intent.
To the best of our knowledge, there are no existing environmental liabilities on the Property. A detailed environmental investigation has not been conducted.
16
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (continued)
|
Results of Operations
The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended December 31, 2015 which are included with this Report. See “Cautionary Note Regarding Forward Looking Statements” above for a discussion of forward-looking statements and the significance of such statements in the context of this Report.
Revenues
|
Year Ended December 31
|
Increase/(Decrease)
|
|||||||||||||||
|
2015
|
2014
|
Amount
|
Percentage
|
|||||||||||||
|
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
-
|
|||||||||
|
Operating Expenses
|
266,883
|
169,665
|
97,218
|
57%
|
||||||||||||
|
Operating Loss Before Other Income (Expense)
|
(266,883
|
)
|
(169,665
|
)
|
(97,218
|
)
|
57%
|
|||||||||
|
Other Income (Expense)
|
(20,525
|
)
|
51,248
|
(71,773
|
)
|
(140%)
|
||||||||||
|
Net Loss
|
$
|
(287,408
|
)
|
$
|
(118,417
|
)
|
$
|
(168,991
|
)
|
143%
|
||||||
We recorded a net loss of $287,408 for the year ended December 31, 2015, have an accumulated deficit of $1,288,111 and have had no operating revenues since our inception on December 9, 2004. The possibility and timing of revenue being generated from our mineral property interest is uncertain.
Expenses
Our expenses for the years ended December 31, 2015 and 2014 are outlined below:
|
Year Ended December 31
|
Increase/(Decrease)
|
|||||||||||||||
|
2015
|
2014
|
Amount
|
Percentage
|
|||||||||||||
|
Consulting services
|
$
|
121,409
|
$
|
60,653
|
$
|
60,756
|
100%
|
|||||||||
|
Corporate support services
|
12,759
|
2,594
|
10,165
|
392%
|
||||||||||||
|
Interest, bank and finance charges
|
20,525
|
10,015
|
10,510
|
105%
|
||||||||||||
|
Office, foreign exchange and sundry
|
10,136
|
(913
|
)
|
11,049
|
1,210%
|
|||||||||||
|
Professional fees
|
94,783
|
92,861
|
1,922
|
2%
|
||||||||||||
|
Transfer and filing fees
|
27,796
|
14,470
|
13,326
|
92%
|
||||||||||||
|
Total Operating and Other Expenses
|
$
|
287,408
|
$
|
179,680
|
$
|
107,728
|
60%
|
|||||||||
Consulting services
Approximately $25,000 was incurred in 2015 for consulting services to maintain a solid corporate and marketing presence in Vancouver, Canada. This was required as Vancouver is a major Canadian centre for the mining industry, the majority of our shareholders (other than LSG) are located in Canada, and our CEO is now located in Houston, Texas. In addition, a consulting agreement was entered into in 2015 for a range of business development services, accounting for approximately a further $96,000 in consulting services costs. The 2014 consulting expense was comprised of amounts paid to our former President and CEO under the terms of a consulting agreement which was terminated after July, 2014.
Corporate support services
Approximately $5,000 was incurred with our provider of corporate support services in Vancouver, compared to approximately $3,000 in 2014, with the increase being due to a higher level of activity related to regulatory filings and share issuances in 2015. In addition, $8,000 was incurred for services from the Depository Trust Company in 2015, with no equivalent in the prior year.
Interest, bank and finance charges
The increase in interest expense in 2015 was due to a net increase of approximately $206,000 in interest-bearing loans during the year.
17
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (continued)
|
Office, foreign exchange and sundry
Key items that resulted in the year over year increase in this expense category were approximately $2,000 for licenses and permits to the State of Nevada ($Nil in 2014) in connection with our activities related to our mineral property interest located there, and approximately $8,000 related to tradeshows, including accommodation and travel ($Nil in 2014).
Transfer and filing fees
Transfer agent fees increased approximately $3,000 in 2015 compared to the prior year, due mainly to there being four separate share issuances in 2015 versus one issuance in 2014. In addition, a $10,000 fee was required to be paid to OTC Markets Group in order to have our stock continue to be designated as trading on the OTCQB marketplace and to subscribe to certain OTC Markets Groups’ services. This is now an annual requirement, but there was no equivalent in 2014.
Assets and Liabilities
Balance Sheet items with notable year over year differences are as follows:
|
December 31
|
Change
|
|||||||||||||||
|
2015
|
2014
|
Amount
|
Percentage
|
|||||||||||||
|
Cash
|
$
|
12,456
|
$
|
5,372
|
$
|
7,084
|
132%
|
|||||||||
|
Prepaid fees
|
$
|
3,217
|
$
|
-
|
$
|
3,217
|
-
|
|||||||||
|
Accounts payable and accrued liabilities
|
$
|
14,302
|
$
|
38,397
|
$
|
(24,095
|
)
|
(63%
|
)
|
|||||||
|
Loans payable
|
$
|
447,651
|
$
|
275,178
|
$
|
172,473
|
63%
|
|||||||||
|
Additional Paid-In Capital
|
$
|
1,070,064
|
$
|
922,215
|
$
|
147,849
|
16%
|
|||||||||
|
|
·
|
Cash increased due to the amount of cash provided by loans being approximately $7,000 higher than the amount of cash used by operating activities.
|
|
|
·
|
Prepaid fees increased due to a $20,000 retainer for legal services being paid in 2015, of which approximately $17,000 was expensed and included in accrued liabilities for services incurred during the year.
|
|
|
·
|
Accounts payable and accrued liabilities decreased mainly due to the following items:
|
|
|
°
|
Legal fees payable increased approximately $3,000, primarily due to advice required in 2015 with respect to filing of US tax returns
|
|
|
°
|
Accounting and audit fees payable decreased approximately $6,000, primarily as a result of 2014 balances of approximately $12,000 due to our previous auditors being paid off, offset by 2015 accruals of $4,000 for our new auditors and approximately $2,000 for an accounting consultant
|
|
|
°
|
Fees due to our former president and CEO of approximately $15,000 were paid off in 2015
|
|
|
°
|
A total of approximately $6,000 in 2014 payables, comprised of IT consulting services, Corporate support services, and miscellaneous expenses due to our current CEO were paid off in 2015.
|
|
|
·
|
Loans payable increased due to the following:
|
|
|
°
|
New loan advances from related parties of approximately $172,000,
|
|
|
°
|
Expenses (net of foreign exchange) paid by a related party on our behalf of approximately $52,000 and
|
|
|
°
|
Accrued interest of approximately $20,000, offset by
|
|
|
°
|
Debt settlements whereby three loans totaling approximately $53,000 were exchanged for common shares, and
|
|
|
°
|
Loan paybacks of $14,000 to non-related parties and $5,000 to a related party.
|
|
|
·
|
Additional Paid-In Capital increased by:
|
|
|
°
|
approximately $53,000, which was the accounting value of shares issued in three debt settlements, less their par value of $12, and
|
|
|
°
|
approximately $95,000, which was the total accounting value of shares issued and warrants granted as compensation for consulting services, less their par value of $1,470
|
18
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (continued)
|
Liquidity and Capital Resources
Our financial condition for the years ended December 31, 2015 and 2014 and the changes between those periods for the respective items are summarized below:
As of December 31, 2015, our total assets were $245,853 (2014 - $235,552) and our total liabilities were $461,953 (2014 - $313,575). At December 31, 2015, we had cash of $12,456 (2014 - $5,372) and negative working capital of $446,280 (2014 - $308,203).
Working Capital
|
Year Ended December 31
|
Increase/(Decrease)
|
|||||||||||||||
|
2015
|
2014
|
Amount
|
Percentage
|
|||||||||||||
|
Current Assets
|
$
|
15,673
|
$
|
5,372
|
$
|
10,301
|
192%
|
|||||||||
|
Current Liabilities
|
461,953
|
313,575
|
148,378
|
47%
|
||||||||||||
|
Working Capital (Deficiency)
|
$
|
(446,280
|
)
|
$
|
(308,203
|
)
|
$
|
(138,077
|
)
|
45%
|
||||||
The decrease in our working capital from December 31, 2014 to December 31, 2015 was due to increases in cash of approximately $7,000 and prepaid fees of approximately $3,000, together with a decrease in accounts payable and accrued liabilities of approximately $24,000, offset by a net increase in loans payable of approximately $172,000.
Cash Flows
|
Year Ended December 31
|
Increase/(Decrease)
|
|||||||||||||||
|
2015
|
2014
|
Amount
|
Percentage
|
|||||||||||||
|
Cash Flows Provided By (Used In):
|
||||||||||||||||
|
Operating Activities
|
$
|
(146,316
|
)
|
$
|
(148,962
|
)
|
$
|
2,646
|
2%
|
|||||||
|
Financing Activities
|
153,400
|
154,313
|
(913
|
)
|
1%
|
|||||||||||
|
Net increase in cash
|
$
|
7,084
|
$
|
5,351
|
$
|
1,733
|
32%
|
|||||||||
|
|
Cash Used In Operating Activities:
|
|
|
Cash used in operating activities remained essentially static year over year. The year over year change in net loss of approximately ($169,000) was largely offset by the net year over year differences in the changes in: payables and accrued liabilities of approximately $12,000; prepaid expenses of approximately ($3,000); accrued interest payable of approximately $10,000; gain on debt forgiveness of approximately $61,000; stock and warrants issued for consulting services of approximately $96,000; and foreign exchange gain of approximately ($5,000).
|
|
|
Cash Provided By Financing Activities:
|
|
|
Cash provided by financing activities also remained essentially flat year over year, with related parties providing approximately a net $167,000 to fund operating cash requirements of approximately $146,000 and repayment of non-related party loans of $14,000, leaving an increase of approximately $7,000 for the year.
|
As of the date of this report, we have yet to generate any revenues from our business operations. Our ability to generate adequate amounts of cash to meet our needs is entirely dependent on the issuance of shares or receipt of loans.
Our principal sources of working capital have been loans and funds received as subscriptions for our common stock. 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.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
19
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
|
Commitments
We do not have any commitments as of December 31, 2015 which are required to be disclosed in tabular form.
Critical Accounting Policies
Our critical accounting policies are mainly those subject to significant judgments and uncertainties which could potentially result in materially different results under different conditions and assumptions. We believe the following critical accounting policies reflect our most significant estimates, judgments and assumptions used in the preparation of our financial statements:
Use of Estimates and Assumptions
The preparation of financial statements, in conformity with US GAAP, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant areas requiring management’s estimates and assumptions are determining the fair value of transactions involving related parties and common stock. Actual results may differ from the estimates.
Foreign Currency Accounting
Our functional currency is the U.S. dollar. Branch office activities are generally in Canadian dollars. Transactions in Canadian currency are translated into U.S. dollars as follows:
|
|
·
|
monetary items at the exchange rate prevailing at the balance sheet date;
|
|
|
·
|
non-monetary items at the historical exchange rate; and
|
|
|
·
|
revenue and expense items at the rate in effect of the date of transactions.
|
Gains and losses arising on the settlement of foreign currency denominated transactions or balances are recorded in the statements of operations.
Income Taxes
We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes. This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
In addition and as a result of completing the Acquisition, we anticipate that the following critical accounting policies of LSG will also become our critical accounting policies:
Mineral Property
Mineral property interests are capitalized and recorded at fair value. The property interests are periodically assessed for impairment of value when facts and circumstances suggest that the carrying amount of the property interest may exceed its recoverable amount. Costs of exploration, evaluation and retaining mineral property interests are expensed as incurred. Once we have identified proven and probable reserves in our investigation of our property interests and upon development of a plan for operating a mine, we would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capital costs will be amortized, using the units-of-production method over proven and probable reserves.
Reclamation Liabilities and Asset Retirement Obligations
Minimum standards for site reclamation and closure have been established by various government agencies that affect our operations. We calculate estimates of reclamation liabilities based on current laws and regulations. US GAAP requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. It further requires the recording of a liability for the present value of estimated environmental remediation costs and the related asset when a recoverable asset (long-lived asset) can be realized. To date, no asset retirement obligation exists due to the early stage of exploration. Accordingly, no liability has been recorded.
20
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
|
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, (“FASB”) or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial statements upon adoption.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
21
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
LODE-STAR MINING INC.
(formerly International Gold Corp.)
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
(Stated in U.S. Dollars)
|
Report of Independent Registered Public Accounting Firm
|
F-1 |
|
Report of Independent Registered Public Accounting Firm
|
F-2 |
|
Balance Sheets
|
F-3 |
|
Statements of Operations
|
F-4 |
|
Statements of Cash Flows
|
F-5 |
|
Statements of Stockholders’ Deficiency
|
F-6 |
|
Notes to Financial Statements
|
F-7 |
22
Report of Independent Registered Public Accounting Firm
To the Board of Directors of
Lode-Star Mining, Inc.
Cypress, TX
We have audited the accompanying balance sheet of Lode-Star Mining, Inc. (the “Company”) as of December 31, 2015, and the related statement of operations, shareholders’ deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lode-Star Mining, Inc. as of December 31, 2015, and the results its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has had no revenue and has incurred accumulated losses since inception. These conditions raise significant doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
March 29, 2016
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Directors and Stockholders of
Lode-Star Mining Inc. (formerly International Gold Corp.)
We have audited the accompanying balance sheet of Lode-Star Mining Inc. (formerly International Gold Corp.) (the “Company”) as of December 31, 2014, and the related statements of operations, cash flows and stockholders’ deficiency for year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, has negative operating cash flows, has a stockholders’ deficiency and is dependent upon obtaining adequate financing to fulfill its business activities. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
|
Vancouver, Canada
March 28, 2016
|
“Morgan & Company LLP”
Chartered Professional Accountants
|
F-2
LODE-STAR MINING INC.
(formerly International Gold Corp.)
BALANCE SHEETS
(Stated in U.S. Dollars)
|
DECEMBER 31
|
||||||||
|
2015
|
2014
|
|||||||
|
ASSETS
|
||||||||
|
Current
|
||||||||
|
Cash
|
$
|
12,456
|
$
|
5,372
|
||||
|
Prepaid fees
|
3,217
|
-
|
||||||
|
15,673
|
5,372
|
|||||||
|
Mineral Property Interest
|
230,180
|
230,180
|
||||||
|
$
|
245,853
|
$
|
235,552
|
|||||
|
LIABILITIES
|
||||||||
|
Current
|
||||||||
|
Accounts payable and accrued liabilities
|
$
|
14,302
|
$
|
38,397
|
||||
|
Due to related parties
|
371,471
|
139,353
|
||||||
|
Loans payable
|
76,180
|
135,825
|
||||||
|
461,953
|
313,575
|
|||||||
|
Contractual Obligations, Commitments And Subsequent Events (Notes 3, 7 and 9)
|
||||||||
|
STOCKHOLDERS’ DEFICIENCY
|
||||||||
|
Capital Stock
|
||||||||
|
Authorized:
|
||||||||
|
480,000,000 voting common shares with a par value of $0.001 per share
|
||||||||
|
20,000,0000 preferred shares with a par value of $0.001 per share
|
||||||||
|
Issued:
|
||||||||
|
49,127,825 common shares at December 31, 2015 (46,509,000 common shares at December 31, 2014)
|
1,947
|
465
|
||||||
|
Additional Paid-In Capital
|
1,070,064
|
922,215
|
||||||
|
Accumulated Deficit
|
(1,288,111
|
)
|
(1,000,703
|
)
|
||||
|
(216,100
|
)
|
(78,023
|
)
|
|||||
|
$
|
245,853
|
$
|
235,552
|
|||||
The accompanying notes are an integral part of these financial statements.
F-3
LODE-STAR MINING INC.
(formerly International Gold Corp.)
STATEMENTS OF OPERATIONS
(Stated in U.S. Dollars)
|
YEARS ENDED
|
||||||||
|
DECEMBER 31
|
||||||||
|
2015
|
2014
|
|||||||
|
Revenue
|
$
|
-
|
$
|
-
|
||||
|
Operating Expenses
|
||||||||
|
Consulting services
|
121,409
|
60,653
|
||||||
|
Corporate support services
|
12,759
|
2,594
|
||||||
|
Office, foreign exchange and sundry
|
10,136
|
(913
|
)
|
|||||
|
Professional fees
|
94,783
|
92,861
|
||||||
|
Transfer and filing fees
|
27,796
|
14,470
|
||||||
|
266,883
|
169,665
|
|||||||
|
Operating Loss Before Other Income (Expense)
|
(266,883
|
)
|
(169,665
|
)
|
||||
|
Other Income (Expense)
|
||||||||
|
Gain on debt forgiveness
|
-
|
61,263
|
||||||
|
Interest, bank and finance charges
|
(20,525
|
)
|
(10,015
|
)
|
||||
|
(20,525
|
)
|
51,248
|
||||||
|
Net Loss For The Year
|
$
|
(287,408
|
)
|
$
|
(118,417
|
)
|
||
|
Basic And Diluted Loss Per Common Share
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
||
|
Weighted Average Number Of Common Shares Outstanding
|
47,436,336
|
13,426,808
|
||||||
The accompanying notes are an integral part of these financial statements.
F-4
LODE-STAR MINING INC.
(formerly International Gold Corp.)
STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
|
YEARS ENDED
|
||||||||
|
DECEMBER 31
|
||||||||
|
2015
|
2014
|
|||||||
|
Cash Provided By (Used In)
|
||||||||
|
Operating Activities
|
||||||||
|
Net loss for the year
|
$
|
(287,408
|
)
|
$
|
(118,417
|
)
|
||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
|
Foreign exchange (gain)
|
(4,791
|
)
|
-
|
|||||
|
Stock issued for services
|
29,397
|
-
|
||||||
|
Warrants issued for services
|
66,721
|
-
|
||||||
|
Gain on debt forgiveness
|
-
|
(61,263
|
)
|
|||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Prepaid expenses
|
(3,217
|
)
|
-
|
|||||
|
Accounts payable and accrued liabilities
|
33,194
|
21,584
|
||||||
|
Accrued interest payable
|
19,788
|
9,134
|
||||||
|
(146,316
|
)
|
(148,962
|
)
|
|||||
|
Financing Activities
|
||||||||
|
Repayment of loans payable
|
(14,000
|
)
|
-
|
|||||
|
Repayment of loans payable – related party
|
(5,000
|
)
|
-
|
|||||
|
Proceeds from loans payable
|
-
|
17,484
|
||||||
|
Proceeds from loans payable – related party
|
172,400
|
136,829
|
||||||
|
153,400
|
154,313
|
|||||||
|
Net Increase In Cash
|
7,084
|
5,351
|
||||||
|
Cash, Beginning Of Year
|
5,372
|
21
|
||||||
|
Cash, End Of Year
|
$
|
12,456
|
$
|
5,372
|
||||
|
Supplemental Disclosure Of Cash Flow Information
|
||||||||
|
Cash paid during the year for:
|
||||||||
|
Interest
|
$
|
-
|
$
|
-
|
||||
|
Income taxes
|
$
|
-
|
$
|
-
|
||||
|
Non-cash Financing Activity
|
||||||||
|
Expenses paid by related party on behalf of the Company
|
$ |
57,289
|
-
|
|||||
|
Common shares issued for debt settlements
|
$
|
53,213
|
$
|
-
|
||||
|
Common shares issued for mineral property interest
|
$
|
-
|
$
|
230,180
|
||||
The accompanying notes are an integral part of these financial statements.
F-5
LODE-STAR MINING INC.
(formerly International Gold Corp.)
STATEMENTS OF STOCKHOLDERS’ DEFICIENCY
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
(Stated in U.S. Dollars)
|
NUMBER OF COMMON SHARES
|
PAR VALUE
|
ADDITIONAL PAID-IN CAPITAL
|
ACCUMULATED DEFICIT
|
TOTAL
|
||||||||||||||||
|
Balance, December 31, 2013
|
11,509,000 | $ | 115 | $ | 692,385 | $ | (882,286 | ) | $ | (189,786 | ) | |||||||||
|
Shares issued for mineral property interest
|
35,000,000 | 350 | 229,830 | - | 230,180 | |||||||||||||||
|
Net loss for the year
|
- | - | - | (118,417 | ) | (118,417 | ) | |||||||||||||
|
Balance, December 31, 2014
|
46,509,000 | 465 | 922,215 | (1,000,703 | ) | (78,023 | ) | |||||||||||||
|
Shares issued for debt
|
1,149,000 | 12 | 53,201 | - | 53,213 | |||||||||||||||
|
Shares issued for consulting services
|
1,469,825 | 1,470 | 27,927 | - | 29,397 | |||||||||||||||
|
Warrants issued for consulting services
|
- | - | 66,721 | - | 66,721 | |||||||||||||||
|
Net loss for the year
|
- | - | - | (287,408 | ) | (287,408 | ) | |||||||||||||
|
Balance, December 31, 2015
|
49,127,825 | $ | 1,947 | $ | 1,070,064 | $ | (1,288,111 | ) | $ | (216,100 | ) | |||||||||
The accompanying notes are an integral part of these financial statements.
F-6
LODE-STAR MINING INC.
(formerly International Gold Corp.)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
(Stated in U.S. Dollars)
|
1.
|
BASIS OF PRESENTATION AND NATURE OF OPERATIONS
|
Organization
Lode-Star Mining Inc. (formerly International Gold Corp.) (“the Company”) was incorporated in the State of Nevada, U.S.A., on December 9, 2004. The Company’s principal executive offices are located in Cypress, Texas. The Company was originally formed for the purpose of acquiring 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 (See Note 3) 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.
On May 12, 2015, International Gold Corp. completed a merger with its wholly owned subsidiary, Lode-Star Mining Inc., and formally assumed the subsidiary’s name by filing Articles of Merger with the Nevada Secretary of State (the “Name Change”). The subsidiary was incorporated entirely for the purpose of effecting the Name Change and the merger did not affect the Company’s corporate structure in any other way.
Going Concern
The accompanying 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 $1,288,111 for the period from December 9, 2004 (inception) to December 31 2015. There is no assurance that management’s plans to seek additional capital through private placements of its common stock will be realized, and these factors cast substantial doubt upon the use of the going concern assumption. 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.
|
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 and within the framework of the significant accounting policies summarized below:
|
a)
|
Basis of Accounting
|
The Company’s financial statements have been prepared using the accrual method of accounting. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.
|
b)
|
Cash and Cash Equivalents
|
Cash consists of cash on deposit with high quality major financial institutions. For purposes of the balance sheets and statements of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of 90 days or less to be cash equivalents. At December 31, 2015 and 2014, the Company had no cash equivalents.
F-7
LODE-STAR MINING INC.
(formerly International Gold Corp.)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
(Stated in U.S. Dollars)
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
|
c)
|
Foreign Currency Accounting
|
The Company’s functional currency is the U.S. dollar. Branch office activities are generally in Canadian dollars. Transactions in Canadian currency are translated into U.S. dollars as follows:
|
|
i)
|
monetary items at the exchange rate prevailing at the balance sheet date;
|
|
|
ii)
|
non-monetary items at the historical exchange rate; and
|
|
|
iii)
|
revenue and expense items at the rate in effect of the date of transactions.
|
Gains and losses arising on the settlement of foreign currency denominated transactions or balances are recorded in the statements of operations.
|
d)
|
Fair Value of Financial Instruments
|
ASC Topic 820-10 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. These tiers include:
|
|
§
|
Level 1 – defined as observable inputs such as quoted prices in active markets;
|
|
|
§
|
Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
|
|
|
§
|
Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
|
The Company’s financial instruments consist of cash, accounts payable and accrued liabilities, and loans payable. The Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. Accounts payable and accrued liabilities and loans payable are measured using “Level 2” inputs as there are no quoted prices in active markets for identical instruments. The carrying values of cash, accounts payable and accrued liabilities, and loans payable approximate their fair values due to the immediate or short term maturity of these financial instruments.
|
e)
|
Asset Retirement Obligations
|
The Company has no asset retirement obligations, including environmental rehabilitation expenditures, which relate to an existing condition caused by past operations.
|
f)
|
Use of Estimates and Assumptions
|
The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions are determining the fair value of transactions involving related parties and common stock. Actual results may differ from the estimates.
|
g)
|
Basic and Diluted Earnings Per Share
|
The Company reports basic earnings or loss per share in accordance with ASC Topic 260, “Earnings Per Share”. Basic earnings per share is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed similarly, except that the common stock number is increased to include the any potential additional common shares, for example from the exercise of options or warrants. As the Company generated net losses in the periods presented, the additional impact of including potential shares from outstanding warrants would be anti-dilutive and is therefore not part of the earnings per share calculation.
F-8
LODE-STAR MINING INC.
(formerly International Gold Corp.)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
(Stated in U.S. Dollars)
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
|
h)
|
Income Taxes
|
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes. This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
|
i)
|
Stock-Based Compensation
|
Stock-based compensation is accounted for in accordance with ASC 718 whereby a compensation charge based on the fair value of the award is recorded against earnings over the period during which the employee is required to perform the services in exchange for the award (generally the vesting period). For transactions with non-employees in which services are performed in exchange for the Company’s common stock or other equity instruments, the transactions are recorded on the basis of the fair value of the service received or the fair value of the equity instruments issued, whichever is more readily measurable at the date of issuance. The expense is recognized over the vesting period of the award.
|
j)
|
Mineral Property Interest and Impairment
|
Mineral property interests are capitalized and recorded at fair value. The property interests are periodically assessed for impairment of value when facts and circumstances suggest that the carrying amount of the property interest may exceed its recoverable amount. Costs of exploration, evaluation and retaining mineral property interests are expensed as incurred. Once the Company has identified proven and probable reserves in its investigation of its property interests and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capital costs will be amortized, using the units-of-production method over proven and probable reserves.
|
k)
|
Recent Accounting Pronouncements
|
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
|
On December 5, 2014, the Company entered into a subscription agreement (the “Subscription Agreements”) with Lode Star Gold Inc. (“LSG”), a private Nevada corporation controlled by the spouse of the Company’s current President, pursuant to which the Company agreed to issue 35,000,000 shares of its common stock, valued at $230,180, to LSG in exchange for a 20% undivided interest in and to the mineral claims owned by LSG. The mineral claims, known as the “Goldfield Bonanza Project” (the “Property”), are located in the State of Nevada.
The execution of the Subscription Agreement was one of the closing conditions of an Option Agreement dated October 4, 2014, pursuant to which the Company acquired the sole and exclusive option to earn up to an 80% undivided interest in and to the Property. In order to earn the additional 60% interest in the Property, 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, each beginning on the Closing Date, which was December 11, 2014. Until such time as 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.
If the Company fails to make any cash payments to LSG within one year of the Closing Date, 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 described above, it must make quarterly cash payments to LSG of $25,000 until such time as the Company has earned the additional 60% interest in the Property.
F-9
LODE-STAR MINING INC.
(formerly International Gold Corp.)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
(Stated in U.S. Dollars)
|
3.
|
MINERAL PROPERTY INTEREST (Continued)
|
In addition, the Option Agreement provides that the Company will act as the operator on the Property and that a management committee will be formed, comprised of representatives from the Company and LSG, with voting based on each party’s proportionate interest, to supervise exploration of the Property and approve work programs and budgets. To December 31, 2015, no work programs had been approved.
Given that permitting for operations on the Property is still to be completed, at the request of the Company’s management, LSG granted, by a letter of agreement dated November 10, 2015, a six month deferment to June 11, 2016 of the $100,000 payment otherwise due within one year of the Closing Date (i.e. on December 11, 2015) if the Company fails to make any cash payments to LSG.
The Company assessed its mineral property interest at December 31, 2015 and to the date 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
|
During the year ended December 31, 2015, the Company had no cash subscriptions for shares of its common stock.
On November 11, 2015, the Company entered into a one year agreement to obtain assistance in conducting business strategy and communications planning, public financial disclosure reporting, and various matters in connection with directors and other professionals as needed by the Company. In consideration for the services to be provided, the Company granted the consultant 1,469,825 shares of common stock. Those shares were issued on December 11, 2015 and were valued at $29,397, based on market price at the date of the agreement. In addition, the consultant was granted warrants with a five year term, commencing the date of the agreement, to purchase 3,336,060 shares of common stock at a price of $0.02 per share, including a cashless exercise option. The warrants were valued at $66,721 using the Black-Scholes option pricing model with an average risk-free rate of 1.68%, estimated life of 5 years, volatility of 208.7% and dividend yield of 0%.
On January 9, 2015, agreements were reached in connection with the loans of $24,696 (CAD $28,650) and $1,767 (CAD $2,050) whereby the loan amounts were to be converted to Company shares at a price of CAD $0.05, to result in the issuance of 573,000 and 41,000 common shares respectively. Those shares were issued on April 6, 2015.
On January 9, 2015, an agreement was reached to modify the terms of a loan such that $26,750 of accrued interest together with a premium was to be converted to Company shares at a price of $0.05 per share, to result in the issuance of 535,000 common shares. Those shares were issued on April 6, 2015.
During the year ended December 31, 2014, the Company received no cash subscriptions for shares of its common stock, however, on December 11, 2014, the Company issued 35,000,000 shares, valued at $230,180, in exchange for the mineral property interest described in Note 3.
Capitalization
On November 24, 2015, the board of directors authorized the following changes to the capitalization of the Company:
The authorized capital was increased from 100,000,000 shares of common stock with a par value of $0.00001 per share to 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 new 2016 Omnibus Equity Incentive Plan. To date, warrants to purchase 3,336,060 shares of common stock have been issued under the Equity Incentive Plan and none of those warrants have been exercised.
No preferred shares have been issued to the date of issue of these financial statements.
F-10
LODE-STAR MINING INC.
(formerly International Gold Corp.)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
(Stated in U.S. Dollars)
|
4.
|
CAPITAL STOCK (Continued)
|
Warrants
Summary of warrant activity and warrants outstanding at December 31, 2015:
|
Number of Warrants
|
Exercise Price
|
Weighted Average Exercise Price
|
Weighted Average Life Remaining
(Years)
|
Expiry Date
|
||||||||||||||||
|
Balance, December 31, 2014
|
- | - | - | - | - | |||||||||||||||
|
Granted
|
3,336,060 | $ | 0.02 | $ | 0.02 | |||||||||||||||
|
Balance, December 31, 2015
|
3,336,060 | $ | 0.02 | $ | 0.02 | 4.86 |
November 10, 2020
|
|||||||||||||
|
5.
|
LOANS PAYABLE
|
At December 31, 2015, the Company had the following loans payable:
|
|
i)
|
$1,000 (December 31, 2014 - $5,000): unsecured; interest at 15% per annum; originally due on April 20, 2012.
|
|
|
·
|
On March 19, 2015, $4,000 was paid by the Company in partial settlement of the December 31, 2014 principal balance.
|
|
|
ii)
|
$65,000 (December 31, 2014 - $75,000): unsecured; interest at 10% per annum from January 10, 2015.
|
|
|
·
|
$27,500, and any accrued interest was due and payable on written demand in full (not received to date) on the earlier of June 9, 2015 or the date on which the Company completes one or more debt or equity financings that generate aggregate gross proceeds of at least $250,000;
|
|
|
·
|
The balance of the outstanding principal, or $37,500, and any accrued interest was due and payable on written demand in full (not received to date) on January 9, 2016; and
|
|
|
·
|
The Company shall have the right to repay all or any part of the Principal and any accrued interest to the Lender at any time and from time to time, without any premium.
|
|
|
iii)
|
$40,789 (December 31, 2014 - $34,160): unsecured; interest at 5% per annum; with no specific terms of repayment, due to a related party, the president of the Company.
|
|
|
iv)
|
$290,000 (December 31, 2014 - $100,000): unsecured; interest at 5% per annum from January 1, 2015; with no specific terms of repayment, due to a related party, LSG, the Company’s majority shareholder.
|
|
|
v)
|
$23,966 (December 31, 2014 - $Nil): unsecured; interest at 5% per annum; with no specific terms of repayment, due to a related party, LSG, the Company’s majority shareholder.
|
|
|
vi)
|
$3,613 (December 31, 2014 - $4,310): unsecured; non-interest bearing; with no specific terms of repayment, due to a related party, the controlling shareholder of LSG.
|
|
|
vii)
|
$Nil (December 31, 2014 - $24,696): unsecured; non-interest bearing; with no specific terms of repayment (converted on January 9, 2015 to 573,000 common shares that were issued on April 6, 2015).
|
|
|
viii)
|
$Nil (December 31, 2014 - $1,767): unsecured; non-interest bearing; with no specific terms of repayment (converted on January 9, 2015 to 41,000 common shares that were issued on April 6, 2015).
|
As of December 31, 2015, interest totaling $23,283 (December 31, 2014 - $30,244) was accrued on the above loan amounts.
|
6.
|
RELATED PARTY TRANSACTIONS AND AMOUNTS DUE
|
Transactions with related parties were in the normal course of operations and have been valued in these financial statements at the exchange amount, which is the amount of consideration agreed to and established by the related parties.
At December 31, 2015, $Nil (December 31, 2014 - $15,300) included in accounts payable was due to a company controlled by a former director and president of the Company.
F-11
LODE-STAR MINING INC.
(formerly International Gold Corp.)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
(Stated in U.S. Dollars)
|
6.
|
RELATED PARTY TRANSACTIONS AND AMOUNTS DUE (Continued)
|
At December 31, 2015, accrued interest was due to related parties in connection with loans detailed above in Note 5, as follows:
|
|
iii)
|
$2,609 (December 31, 2014 - $883) to the president of the Company.
|
|
|
iv)
|
$10,157 (December 31, 2014 - $Nil) to the majority shareholder of the Company.
|
|
|
v)
|
$336 (December 31, 2014 - $Nil) to the majority shareholder of the Company.
|
During the year ended December 31, 2015, the Company incurred $Nil (2014 - $60,653) in consulting fees and expenses to a former director and president of the Company. See Note 7.
|
7.
|
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
|
See Note 3 for details about the Company’s obligations and commitments regarding its Mineral Property Interest.
Effective July 1, 2012, the Company entered into a consulting agreement whereby the former sole director and officer of the Company was to provide services as the Company’s CEO, COO, CFO and Corporate Secretary. The consulting agreement, which would otherwise have extended to June 2016, was terminated with immediate effect in accordance with a settlement agreement dated December 5, 2014.
|
|
·
|
Under the terms of that settlement agreement, the Company agreed to pay an aggregate of $34,000 CAD.
|
|
|
·
|
Of that amount, $Nil was outstanding and included in accounts payable at December 31, 2015 (December 31, 2014: $15,300 ($17,500 CAD).
|
|
8.
|
INCOME TAXES
|
In December, 2014, the Company underwent a change in control which subjected it to limitations under Internal Revenue Code Section 382. That section restricts post-change annual net operating loss utilization, based on applying an IRS- prescribed rate to the purchase price of the stock acquired in the change in control. The Company accordingly revised its estimates of net operating loss carry forwards, resulting in a reduction in the estimate of losses available for utilization in the amount of approximately $872,000.
A reconciliation of income tax benefit to the amount computed at the statutory rate of 34% (2014 – 34%) is as follows:
|
2015
|
2014
|
|||||||
|
Expected income tax recovery
|
$
|
(97,700
|
)
|
$
|
(40,000
|
)
|
||
|
Adjustment for non-deductible stock compensation
|
32,700
|
-
|
||||||
|
Estimated decrease in expected tax recovery resulting from Section 382 net operating loss limitations after change in control
|
296,000
|
-
|
||||||
|
Increase (decrease) in valuation allowance
|
(231,000
|
)
|
40,000
|
|||||
|
$
|
-
|
$
|
-
|
|||||
Significant components of deferred income tax assets are as follows:
|
2015
|
2014
|
|||||||
|
Deferred income tax assets
|
||||||||
|
Net operating losses carried forward
|
$
|
109,000
|
$
|
340,000
|
||||
|
Valuation allowance
|
(109,000
|
)
|
(340,000
|
)
|
||||
|
$
|
-
|
$
|
-
|
|||||
The Company has approximately $320,000 (2014 - $1,000,700) in net operating losses carried forward which will expire by 2035 if not utilized. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance.
F-12
LODE-STAR MINING INC.
(formerly International Gold Corp.)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
(Stated in U.S. Dollars)
|
8.
|
INCOME TAXES (Continued)
|
The Company’s net operating losses carried forward for United States income tax purposes will expire, if not utilized, as follows:
|
2024
|
$ | 10,000 | ||
|
2025
|
7,600 | |||
|
2026
|
6,000 | |||
|
2027
|
10,900 | |||
|
2028
|
53,200 | |||
|
2029
|
8,975 | |||
|
2030
|
6,445 | |||
|
2031
|
6,445 | |||
|
2032
|
6,445 | |||
|
2033
|
6,445 | |||
|
2034
|
6,445 | |||
|
2035
|
191,300 | |||
| $ | 320,200 |
Realization of the above losses carried forward is dependent on the Company filing the applicable tax returns with the tax authorities, generating sufficient taxable income prior to expiration of the losses carried forward and continuing use of the acquired historic business or a significant portion of the acquired assets for two years after the change of control transaction. If this continuity of business enterprise requirement is not met, the annual net operating loss limitation on pre-change losses is zero.
|
9.
|
SUBSEQUENT EVENTS
|
Management has evaluated subsequent events and the impact on the reported results and disclosures and has concluded that no other significant events require disclosure as of the date these financial statements were issued.
F-13
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this report on Form 10-K. Our financial statements for the years ended December 31, 2015 and 2014, included in this report, have been audited by MaloneBailey LLP, 9801 Westheimer Road, Suite 1100, Houston, Texas 77042 (2015) and Morgan LLP, 700 West Georgia Street, Suite 1488, Vancouver, British Columbia, Canada V7Y 1A1 (2014).
On December 14, 2015, we informed Morgan & Company LLP (“Morgan”) that we had decided to change our independent registered public accounting firm because we are now headquartered in the United States. Morgan’s report on the financial statements for the years ended December 31, 2014 and 2013 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting, except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern.
Through the two year period covered by the financial statement audits for the years ended December 31, 2013 and December 31, 2014 and the subsequent interim period from January 1, 2015 through December 11, 2015, there were no disagreements with Morgan on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Morgan would have caused them to make reference thereto in their report on the financial statements and (ii) no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K. We authorized Morgan to respond fully to the inquiries of the successor accountant.
On December 11, 2015, we engaged MaloneBailey, LLP of Houston, Texas (“MaloneBailey”) as our independent registered public accounting firm. During the years ended December 31, 2013 and 2014 and the subsequent interim period from January 1, 2015 through December 11, 2015 (the date MaloneBailey was engaged), we did not consult with MaloneBailey regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements by Malone Bailey, in either case where written or oral advice provided by MaloneBailey would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
Disclosure Controls and Procedures
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, we evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this Annual Report on Form 10-K, these disclosure controls and procedures were adequate to ensure that the information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management conducted an assessment, based upon criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal controls over financial reporting were effective as of December 31, 2015.
23
|
ITEM 9A.
|
CONTROLS AND PROCEDURES (continued)
|
Our system of internal control over financial reporting is designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate. This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
Changes in Internal Control Over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
ITEM 9B.
|
OTHER INFORMATION.
|
None.
PART III
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
Officers and Directors
As of the date of this report, the names, ages and positions of our executive officers and directors were as follows:
|
Name
|
Age
|
Position
|
||
|
Mark Walmesley
|
58
|
President, Chief Executive Officer, Chief Financial Officer, Treasurer, Director
|
||
|
Thomas Temkin
|
62
|
Chief Operating Officer, Director
|
||
|
Pam Walters
|
66
|
Secretary
|
Mark Walmesley was appointed as our Chief Financial Officer, Treasurer and director on September 22, 2014, and our President and Chief Executive Officer on the Closing Date. He has been LSG’s Director of Operations since 2005 and a director of the company since March 2009.
From 2005 to 2010, Mr. Walmesley directed operations on the Property, during which time LSG had a crew of up to eight people performing surface and underground exploratory drilling and mine rehabilitation work. In 2010 and 2011, he negotiated the terms of the ICN Option Agreement on behalf of LSG, and he is currently directing all of LSG’s advancement activities.
Since 1985, Mr. Walmesley has been the owner and operator of Mark Walmesley, Inc., a private Texas corporation, and MWI Utah, Inc., a private Utah corporation, both of which specialize in the sale of window etching theft deterrent products that are distributed throughout the United States in the automotive aftermarket industry. Through an established network of agents and car dealerships, he has achieved product fulfillment on millions of vehicles over his 30 year career.
Since 2008, Mr. Walmesley has been developing an emergency medical communications platform for FAST Alert Support Team, Inc., a company dedicated to facilitating worldwide communication between emergency medical technicians (EMTs), incapacitated individuals and people assigned by those individuals to accommodate pre-determined essential support. Although the project is currently on hold, Mr. Walmesley originally developed this online software solution for the medical industry in the United States and plans to build the business using his existing network of automotive industry contacts. He remains the company’s Founder and Chief Software Architect.
Mr. Walmesley has also been involved in financing and mentoring a variety of other private companies throughout his professional career.
24
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued)
|
Thomas Temkin was appointed as Chief Operating Officer and to the Board of Directors on January 19, 2015. Mr. Temkin is a Certified Professional Geologist and a Qualified Person under National Instrument (NI) 43101, with more than 38 years of experience in the mining industry, primarily in exploration in the Western United States. As senior project manager for several major mining companies, Mr. Temkin has been associated with several advanced gold exploration projects, some of which developed into significant mines. After receiving his Bachelor of Science degree in Economic Geology in 1976 from the Mackay School of Mines, Mr. Temkin began his career as an exploration Geologist. He is currently a consulting geologist working with LodeStar Gold, Inc. Mr. Temkin has been associated with LSG and the project for over 15 years and has been instrumental through its entire exploration program to date.
Pam Walters was appointed as our Secretary on April 22, 2015. Since 1985 Ms. Walters has been working as the Corporate Administration person responsible for employee relations as well as managing the day-to-day corporate finance and business operations of Lode Star Gold, Inc. Ms. Walters has been associated with the mining industry for over 25 years. She attended the University of New Orleans in the early 1970s and since 1998 she has been acquiring and practicing the skills required to manage and maintain our busy and growing corporate needs.
Term of Office
Our officers are appointed to serve until the meeting of our Board of Directors following the next annual meeting of our stockholders and until their successors have been elected and qualified.
Committees of the Board of Directors
Our board of directors has authorized an audit committee charter, compensation committee charter, nominating and governance committee charter, executive committee charter and nominating committee charter. Our board may also establish from time to time any other committees that it deems necessary or desirable. The composition of each committee will comply, when required, with NYSE MKT listing standards and other rules of the SEC and NYSE MKT.
Audit Committee
We have not appointed members of our audit committee. However the chairman will be independent within the meaning of applicable SEC rules and NYSE MKT listing standards as an “audit committee financial expert” as defined in the rules and regulations of the SEC, and that is financially literate under the current listing standards of the NYSE MKT. The audit committee has oversight responsibilities regarding matters including:
· the integrity of our financial statements and our financial reporting and disclosure practices;
· the soundness of our system of internal controls regarding finance and accounting compliance;
· the independent registered public accounting firm’s qualifications and independence;
· the engagement of the independent registered public accounting firm;
· the performance of our internal audit function and independent registered public accounting firm;
· our compliance with legal and regulatory requirements in connection with the foregoing;
· review of related party transactions in accordance with our written policy as to such transactions; and
· compliance with our Code of Conduct and Ethics.
We will rely on the phase-in rules of the SEC and NYSE MKT with respect to the independence of our audit committee. These rules permit us to have an audit committee that has at least one member who is independent by the NYSE MKT listing date, at least two members (a majority of whom are independent) within 90 days after the listing date, and at least three members (all of whom are independent) within one year thereafter.
Our written charter for our audit committee will be available on our website, www.lodestarmining.com. The information on our website is not and will not be deemed to be part of this Report and our web address is included herein as an inactive textual reference only.
25
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued)
|
Compensation Committee
We have not appointed members of our compensation committee. However, the chairman of the committee will be independent within the meaning of the listing standards of the NYSE MKT. The compensation committee is authorized to assist the board in discharging the board’s responsibilities relating to matters including:
· review and administration of compensation and benefit policies and programs designed to attract, motivate and retain personnel with the requisite skills and abilities to us to achieve superior operating results;
· review and approval, annually of goals and objectives relevant to compensation of our Chief Executive Officer, including evaluating the performance of the Chief Executive Officer in light of those goals and objectives and setting of our Chief Executive Officer’s compensation based on such evaluation (and our compensation committee will have sole authority to determine such compensation);
· establishment of the compensation of our other executives and the Chairman of our board, and recommendation of the compensation of our non-employee directors for approval by majority vote of independent directors, and
· issuance of an annual report on executive compensation for inclusion in our annual proxy statement, once required.
We will rely on the phase-in rules of the SEC and NYSE MKT with respect to the independence of our compensation committee. These rules permit us to have a compensation committee that has at least one member who is independent by five business days from the NYSE MKT listing date, at least a majority of members who are independent within 90 days of the NYSE MKT listing date and all independent members within one year of the NYSE MKT listing date.
Our board has adopted a written charter for our compensation committee, which will be available on our website, www.lodestarmining.com. The information on our website is not and will not be deemed to be part of this prospectus and our web address is included herein as an inactive textual reference only. To assist the compensation committee in discharging its responsibilities, the compensation committee may engage a compensation consulting firm or other advisors.
Nominating and Governance Committee
We have not appointed members of our nominating and governance committee. However, the chairman of the committee will be independent within the meaning of the listing standards of NYSE MKT. The nominating and governance committee is authorized to:
· recommend to the board nominees for election as directors and committee members;
· develop and recommend to the board a set of corporate governance guidelines;
· review candidates for nomination for election as directors submitted by directors, officers, employees and stockholders and establish procedures to be followed by stockholders in submitting nominees;
· recommend to the board non-renomination or removal from the board or a board committee as appropriate;
· review with the board the requisite skills and characteristics for continuation as board members, the selection
of new board members and board composition; and
· select, retain and evaluate any search firm with respect to the identification of candidates for nomination for election as directors (and our nominating and governance committee shall have the sole authority to approve any such firm’s fees and other retention terms).
We will rely on the phase-in rules of the SEC and NYSE MKT with respect to the independence of our nominating and governance committee. These rules permit us to have a nominating and governance committee that has at least one member who is independent by five business days from the NYSE MKT listing date, at least a majority of members who are independent within 90 days of the NYSE listing date and all independent members within one year of the NYSE listing date.
The committee will assist the board in the selection of nominees for election as directors at each annual meeting of our stockholders and will establish policies and procedures regarding the consideration of director nominations from stockholders. Our board has adopted a written charter for our nominating and governance committee, which will be available on our website, www.lodestarmining.com. The information on our website is not and will not be deemed to be part of this prospectus and our web address is included herein as an inactive textual reference only.
26
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued)
|
Code of Ethics
We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics was included as Exhibit 14.1 to our annual report on Form 10-K filed with the SEC on April 7, 2009.
Significant Employees
Other than our officers and directors, we do not expect any other individuals to make a significant contribution to our business.
Family Relationships
There are no family relationships among our directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
Involvement in Certain Legal Proceedings
None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past 10 years:
|
|
·
|
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
|
|
|
·
|
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
|
·
|
being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
|
|
|
·
|
being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;
|
|
|
·
|
being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any law or regulation prohibiting mail or wire fraud or fraud in connection with any business activity;
|
|
|
·
|
being the subject of, or a party to, any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation or any law or regulation respecting financial institutions or insurance companies; or
|
|
|
·
|
being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any stock, commodities or derivatives exchange or other self-regulatory organization.
|
Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.
27
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued)
|
Management Agreements
We do not yet have a formal management or consulting agreement in place with Mark Walmesley, our President, Chief Executive Officer, Chief Financial Officer, Treasurer and director. Regardless, we expect Mr. Walmesley to allocate the majority of his working time to our business. We also do not yet have a formal management or consulting agreement in place with Thomas Temkin, our Chief Operating Officer and director. Until a formal work program for the Property is in place, Mr. Temkin is being compensated by Lode Star Gold Inc.
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
Summary Compensation Table
The following sets forth information with respect to the compensation awarded or paid to Mark Walmesley, our President, Chief Executive Officer, Chief Financial, Treasurer and director, Robert Baker, our former President, Chief Executive Officer, Chief Financial Officer and Treasurer, Thomas Temkin, our Chief Operating Officer and director, and Pam Walters, our Secretary, for all services rendered in all capacities to us during our fiscal years ended December 31, 2015 and 2014. We do not have any other executive officers and no other individual received total compensation from us in excess of $100,000 during those years.
Pursuant to Item 402(a)(5) of Regulation S-K we have omitted certain columns from the table since there was no compensation awarded to, earned by or paid to these individuals required to be reported in such columns in either year.
|
Name and Principal Position
|
Year Ended
December 31
|
Salary
($)
|
Total
($)
|
||||||
|
Mark Walmesley, CEO (1)
|
2015
|
-
|
-
|
||||||
|
2014
|
-
|
-
|
|||||||
|
Robert Baker, former CEO (2)
|
2015
|
-
|
-
|
||||||
|
2014
|
60,653
|
60,653
|
|||||||
|
Thomas Temkin, Director and COO (3)
|
2015
|
-
|
-
|
||||||
|
2014
|
-
|
-
|
|||||||
|
Pam Walters, Secretary (4)
|
2015
|
-
|
-
|
||||||
|
2014
|
-
|
-
|
|||||||
|
(1)
|
Mark Walmesley was appointed as our Chief Financial Officer, Treasurer and director on September 22, 2014, and our President and Chief Executive Officer on the December 11, 2014. Mr. Walmesley has been LSG’s Director of Operations since 2005 and a director of the company since March 2009.
|
|
(2)
|
Robert Baker was appointed as our Secretary and director on December 9, 2004, acted as our Chief Financial Officer and Treasurer from May 31, 2007 until September 22, 2014, and acted as our President and Chief Executive Officer from May 31, 2007 until December 11, 2014. The consulting agreement for those services, originally effective January 1, 2012, was cancelled in accordance with a settlement agreement dated December 5, 2014.
|
|
(3)
|
Thomas Temkin was appointed as our Chief Operating Officer and director on January 19, 2015.
|
|
(4)
|
Pam Walters was appointed as our Secretary on April 22, 2015.
|
28
|
ITEM 11.
|
EXECUTIVE COMPENSATION. (continued)
|
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Exchange Act, as amended, requires our executive officers, directors and persons who beneficially own more than 10% of our common stock to file reports of their beneficial ownership and changes in ownership (Forms 3, 4 and 5, and any amendment thereto) with the SEC. Executive officers, directors, and greater than ten percent holders are required to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the Forms 3 and 4 and amendments thereto furnished pursuant to Rule 16a3(c) during its most recent fiscal year and Form 5 and amendments thereto furnished with respect to our most recent fiscal year, and any written representations to the effect that no Form 5 is required.
To the best of our knowledge, no person who, at any time during such fiscal year, was a director, officer, or beneficial owner of more than 10% of our common stock, or any other reporting person (as defined in Item 405 of Regulation SK) (“reporting person”), other than Lode Star Gold, Inc., failed to file on a timely basis, as disclosed in the above forms, reports required by Section 16(a) of the Exchange Act during the most recent fiscal year or prior fiscal year: 2014.
Outstanding Equity Awards at Fiscal Year-End
As of December 31, 2015, we did not have any outstanding equity awards.
Benefit Plans
We do not have any pensions plan, profit sharing plan or similar plan for the benefit of our officers, directors or employees. However, we may establish such plans in the future.
Director Compensation
We have not compensated any of our directors for their service on the Board of Directors. Management directors are not compensated for their service as directors; however they may receive compensation for their services as our employees. The compensation received by our former CEO and director is shown in the “Summary Compensation Table” above.
29
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
The following table lists the beneficial ownership of shares of our common stock by (i) all persons and groups known by the company to own beneficially more than 5% of the outstanding shares of our common stock, (ii) each director, (iii) each person who held the office of chief executive officer at any time during the year ended December 31, 2015, (iv) up to two executive officers other than the Chief Executive Officer who were serving as executive officers on December 31, 2015 and to whom the company paid more than $100,000 in compensation during the last fiscal year, (v) up to two additional persons to whom the company paid more than $100,000 during the last fiscal year but who were not serving as an executive officer on December 31,2015 and (vi) all directors and officers as a group. None of the directors, nominees, or officers of the company owned any equity security issued by the company’s subsidiaries. Information with respect to officers, directors and their families is as of December 31, 2015, updated to March 7, 2016, and is based on the books and records of the company and information obtained from each individual. Information with respect to other stockholders is based upon the Schedule 13D or Schedule 13G filed by such stockholders with the Securities and Exchange Commission. Unless otherwise stated, the business address of each individual or group is the same as the address of the company’s principal executive office.
|
Number of
|
Percentage of
|
|
|
Name and Address of Beneficial Owner (1)
|
Common Shares
|
Ownership (2)
|
|
Mark Walmesley (3)
|
1,225,000
|
2.49%
|
|
Thomas Temkin (4)
|
20,000
|
0.04%
|
|
All executive officers and directors as a group (2 persons)
|
1,245,000
|
2.53%
|
|
Lode Star Gold Inc. (5)
|
35,000,000
|
71.24%
|
|
Lonnie S. Humphries Non-Exempt Trust (5)
|
200,000
|
0.41%
|
|
Lonnie Humphries
|
1,369,756
|
2.79%
|
|
1)
|
Unless otherwise indicated, the address of all named persons is 13529 Skinner Road, Suite N, Cypress, Texas 77429-1775
|
|
2)
|
Based on 49,127,825 shares of our common stock issued and outstanding as of December 31, 2015.
|
|
3)
|
Mark Walmesley was appointed as our Chief Financial Officer, Treasurer and director on September 22, 2014, and our President and Chief Executive Officer on December 11, 2014. Mr. Walmesley has been LSG’s Director of Operations since 2005 and a director of the company since March 2009.
|
|
4)
|
Thomas Temkin was appointed as Chief Operating Officer and to the Board of Directors on January 19, 2015.
|
|
5)
|
The person with investment and dispositive authority is Lonnie Humphries
|
Changes in Control
As of the date of this report, we are not aware of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in our control.
30
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
On December 11, 2014, pursuant to the Subscription Agreement, we issued 35,000,000 shares of our common stock to LSG. Upon the closing of the Acquisition, LSG became our principal stockholder and Mark Walmesley, the Director of Operations and a director of LSG, was appointed as our President and Chief Executive Officer.
As of December 31, 2015, the following amounts were due to related parties:
|
|
·
|
To Mark Walmesley, our President, Chief Executive Officer, Chief Financial Officer, Treasurer and director: an unsecured loan with interest at 5% per annum; with no specific terms of repayment, in the amount of $40,789 plus accrued interest of $2,609
|
|
|
·
|
To Lode Star Gold Inc., our controlling shareholder: two unsecured loans with interest at 5% per annum, with no specific terms of repayment, totaling $313,966 plus accrued interest totaling 10,493
|
|
|
·
|
To Lonnie Humphries, the sole shareholder of Lode Star Gold Inc., our controlling shareholder: an unsecured, non-interest bearing loan of $3,612, with no specific terms of repayment
|
Other than as described above, we have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of those persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last two fiscal years.
Director Independence
Because our common stock is not currently listed on a national securities exchange, we currently use the definition in NASDAQ Listing Rule 5605(a)(2) for determining director independence, which provides that an “independent director” is a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:
|
·
|
the director is, or at any time during the past three years was, an employee of the company;
|
|
·
|
the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
|
|
·
|
a family member of the director is, or at any time during the past three years was, an executive officer of the company;
|
|
·
|
the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
|
|
·
|
the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or
|
|
·
|
the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.
|
We have determined that none of our directors meet this definition of independence due to the fact that they are also our executive officers.
31
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
See Item 9 regarding the 2015 change in our independent registered public accounting firm.
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
|
2015
|
$
|
4,000
|
MaloneBailey LLP
|
||
|
2015
|
$
|
23,793
|
Morgan & Company LLP
|
||
|
2014
|
$
|
18,750
|
Morgan & Company LLP
|
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:
|
2015
|
$
|
0
|
MaloneBailey LLP
|
||
|
2015
|
$
|
0
|
Morgan & Company LLP
|
||
|
2014
|
$
|
0
|
Morgan & Company LLP
|
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:
|
2015
|
$
|
0
|
MaloneBailey LLP
|
||
|
2015
|
$
|
0
|
Morgan & Company LLP
|
||
|
2014
|
$
|
0
|
Morgan & Company LLP
|
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
|
2015
|
$
|
0
|
MaloneBailey LLP
|
||
|
2015
|
$
|
0
|
Morgan & Company LLP
|
||
|
2014
|
$
|
0
|
Morgan & Company LLP
|
(5) The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was nil.
32
PART IV. OTHER INFORMATION
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
The following is a complete list of exhibits filed as part of this annual report:
|
Incorporated by reference
|
|||||
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
Filed herewith
|
|
3.1
|
Articles of Incorporation.
|
SB-2
|
3/04/05
|
3.1
|
|
|
3.2
|
Bylaws.
|
SB-2
|
3/04/05
|
3.2
|
|
|
3.3
|
Amended and Restated Articles of Incorporation
|
14-C
|
11/24/14
|
3.3
|
|
|
3.4
|
Omnibus Equity Incentive Plan
|
14-C
|
11/24/15
|
3.4
|
|
|
4.1
|
Specimen Stock Certificate.
|
SB-2
|
3/04/05
|
4.1
|
|
|
10.1
|
Mining Claim.
|
S-1/A-5
|
2/08/08
|
10.1
|
|
|
10.2
|
Bill of Sale.
|
SB-2
|
3/04/05
|
10.2
|
|
|
10.3
|
Trust Agreement.
|
SB-2
|
12/19/07
|
10.3
|
|
|
10.4
|
Consulting Agreement with Woodburn Holdings Ltd.
|
8-K
|
2/21/12
|
10.1
|
|
|
10.5
|
Mineral Option Agreement with Lode Star Gold Inc.
|
8-K
|
10/09/14
|
10.1
|
|
|
10.6
|
Acquisition of Mineral Property Interest
|
8-K
|
12/16/14
|
10.2
|
|
|
14.1
|
Code of Ethics.
|
10-K
|
4/15/11
|
14.1
|
|
|
X
|
|||||
|
X
|
|||||
|
99.1
|
Subscription Agreement.
|
SB-2
|
3/04/05
|
99.1
|
|
|
99.2
|
Charter Audit Committee
|
10-K
|
4/15/11
|
99.2
|
|
|
99.3
|
Disclosure Committee
|
10-K
|
4/15/11
|
99.3
|
|
|
101.INS
|
XBRL Instance Document
|
10-K
|
4/14/14
|
101.INS
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
10-K
|
4/14/14
|
101.SCH
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
10-K
|
4/14/14
|
101.CAL
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
10-K
|
4/14/14
|
101.DEF
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
10-K
|
4/14/14
|
101.LAB
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
10-K
|
4/14/14
|
101.PRE
|
|
33
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 29th day of March, 2016
|
LODE-STAR MINING INC.
|
|||
|
By:
|
/s/ Mark Walmesley
|
||
|
Mark Walmesley
|
|||
|
President, Principal Executive Officer, Treasurer, Principal Financial Officer, and Principal Accounting Officer
|
|||
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
|
Signature
|
Title
|
Date
|
|
/s/ Mark Walmesley
|
Director, President, Chief Executive Officer and Chief Financial Officer
|
March 29, 2016
|
|
Mark Walmesley
|
34