UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-Q**





(Mark
      One)


xQUARTERLY
      REPORT
      UNDER SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





For
      the
      quarterly period ended: March 31, 2008





OR





oTRANSITION
      REPORT
      UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For
      the
      transition period from _________ to _________





Commission
      file number: **333-143352**





**Lodestar
      Mining, Incorporated**


(Name
      of
      small business issuer in its charter)





**Delaware**
            
            **20-8901634**(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                No.)**400
                Steeprock Drive****Toronto,
                Ontario, Canada**
            
            **M3J
                2X1**(Address
                of principal executive offices)
            
            (Zip
                code)




Issuer's
      telephone number: ( **416)
      505-1593**




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 xNo o




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.




Large
                accelerated filer
            o
            Accelerated
                filer
            oNon-accelerated
                filer
            o
            Smaller
                reporting company
            x




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




Yes oNo x




Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of the latest practicable date:




Class –
      Common Stock, 3,000,000 shares outstanding as of May 1, 2008.









**TABLE
      OF CONTENTS**





PART
                I - FINANCIAL INFORMATION
            1Item 1.
            Financial
                Statements
            1Item
                2.
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            7Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            10Item
                4.
            Controls
                and Procedures
            11PART
                II - OTHER INFORMATION
            12Item
                1.
            Legal
                Proceedings
            12Item 1A.
            Risk
                Factors
            12Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            12Item
                3.
            Defaults
                Upon Senior Securities.
            12Item
                4.
            Submission
                of Matters to a Vote of Security Holders.
            12Item
                5.
            Other
                Information.
            12Item
                6.
            Exhibits
            12Signatures
            14Exhibits









**PART
      I - FINANCIAL INFORMATION**




**Item
      1.**  **** **FINANCIAL
      STATEMENTS** **(UNAUDITED)**





The
      accompanying unaudited financial statements of Lodestar Mining, Incorporated
      (“Lodestar” or the “Company”) have been prepared in accordance with generally
      accepted accounting principles in the United States for interim financial
      reporting and pursuant to the rules and regulations of the Securities and
      Exchange Commission ("Commission"). While these statements reflect all normal
      recurring adjustments which are, in the opinion of management, necessary in
      order to make the financial statements not misleading and for fair presentation
      of the results of the interim period, they do not include all of the information
      and footnotes required by generally accepted accounting principles for complete
      financial statements. For further information, refer to the financial statements
      and footnotes thereto, for the fiscal year ended December 31, 2007, previously
      filed with the Commission, which are included in the Company's Registration
      Statement filed on Form S-1.




**LODESTAR
      MINING, INCORPORATED**


**(AN
      EXPLORATION STAGE COMPANY)**


**INDEX
      TO FINANCIAL STATEMENTS**




**Page(s)**Financial
                Statements:Balance
                Sheets as of March 31, 2008 and December 31, 2007
                (unaudited)
            2Statements
                of Operations for the Three Months ended March 31, 2008 and 2007
                and the
                Period from October 31, 2006 (inception) through March 31, 2008
                (unaudited)
            3Statements
                of Changes in Stockholders’ Equity for the period October 31, 2006
                (Inception) through March 31, 2008 (unaudited)
            4Statements
                of Cash Flows for the Three Months ended March 31, 2008 and 2007
                and the
                Period from October 31, 2006 (inception) through March 31, 2008
                (unaudited)
            5Notes
                to Financial Statements (unaudited)
            6





1




**LODESTAR
      MINING, INCORPORATED**


**(AN
      EXPLORATION STAGE COMPANY)**


**BALANCE
      SHEETS**


**AS
      OF MARCH 31, 2008 AND DECEMBER 31, 2007**


**(UNAUDITED)**





**March 31,**
              **2008**
            
            **December 31,**
              **2007****ASSETS****CURRENT
                ASSETS**Cash
            
            $
            13,711
            
            $
            13,711**Total
                current assets**
            
            
            13,711
            
            
            13,711**TOTAL
                ASSETS**
            
            $
            13,711
            
            $
            13,711**LIABILITIES
                AND STOCKHOLDERS' EQUITY****CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            -
            
            $
            -**Total
                current liabilities**
            
            
            -
            
            
            -**STOCKHOLDERS'
                EQUITY**Preferred
                stock, $0.000001 par value, 20,000,000 shares authorized, none issued
                and
                outstanding
            
            
            -
            
            
            -Common
                stock, $0.000001 par value, 1,000,000,000 shares authorized, 3,000,000
                shares issued and outstanding
            
            
            3
            
            
            3Additional
                paid in capital
            
            
            39,997
            
            
            39,997Deficit
                accumulated during the exploration stage
            
            
            (26,289
            )
            
            (26,289
            )**Total
                stockholders' equity**
            
            
            13,711
            
            
            13,711**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            $
            13,711
            
            $
            13,711





The
      accompanying notes are an integral part of these financial
      statements.





2





**LODESTAR
      MINING, INCORPORATED**


**(AN
      EXPLORATION STAGE COMPANY)**


**STATEMENTS
      OF OPERATIONS**


**FOR
      THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007 AND THE PERIODFROM OCTOBER
      31, 2006 (INCEPTION) THROUGH MARCH 31, 2008**


**(UNAUDITED)**





**THREE MONTHS ENDED**
              **MARCH 31,**
            
            **OCTOBER 31,**
              **2006 (INCEPTION)**
              **THROUGH**
              **MARCH 31,****2008**
            
            **2007**
            
            **2008****OPERATING
                EXPENSES**Mineral
                property costs
            
            $
            -
            
            $
            5,000
            
            $
            5,000Professional
                fees
            
            
            -
            
            
            -
            
            
            21,000General
                and administrative
            
            
            -
            
            
            289
            
            
            289**Total
                operating expenses**
            
            
            -
            
            
            5,289
            
            
            26,289**NET
                (LOSS)**
            
            $
            -
            
            $
            (5,289
            )
            $
            (26,289
            )**WEIGHTED
                AVERAGE NUMBER OF SHARES****OUTSTANDING
                - BASIC AND DILUTED**
            
            
            3,000,000
            
            
            3,000,000**NET
                (LOSS) PER SHARE**
            
            $
            (0.00
            )
            $
            (0.00
            )





The
      accompanying notes are an integral part of these financial
      statements.





3




**LODESTAR
      MINING, INCORPORATED**


**(AN
      EXPLORATION STAGE COMPANY)**


**STATEMENT
      OF CHANGES IN STOCKHOLDERS' EQUITY**


**FOR
      THE PERIOD OCTOBER 31, 2006 (INCEPTION) THROUGH MARCH 31,
      2008**


**(UNAUDITED)**





**Common Stock**
            
            **Additional**
              **Paid-In**
            
            **Sub-**
              **scriptions**
            
            **Deficit**
              **Accumulated**
              **During the**
              **Exploration****Shares**
            
            **Amount**
            
            **Capital**
            
            **Receivable**
            
            **Stage**
            
            **Total**Balance
                - October 31, 2006
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Common
                shares issued to founder
            
            
            3,000,000
            
            
            3
            
            
            29,997
            
            
            (30,000
            )
            
            -
            
            
            -Net
                loss for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Balance
                - December 31, 2006
            
            
            3,000,000
            
            
            3
            
            
            29,997
            
            
            (30,000
            )
            
            -
            
            
            -Cash
                received for subscriptions receivable
            
            
            -
            
            
            -
            
            
            -
            
            
            30,000
            
            
            -
            
            
            30,000Contributed
                capital by shareholders
            
            
            -
            
            
            -
            
            
            10,000
            
            
            -
            
            
            -
            
            
            10,000Net
                loss for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (26,289
            )
            
            (26,289
            )Balance
                - December 31, 2007
            
            
            3,000,000
            
            
            3
            
            
            39,997
            
            
            -
            
            
            (26,289
            )
            
            13,711Net
                loss for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Balance
                - March 31, 2008
            
            
            3,000,000
            
            $
            3
            
            $
            39,997
            
            $
            -
            
            $
            (26,289
            )
            $
            13,711





The
      accompanying notes are an integral part of these financial
      statements.





4




**LODESTAR
      MINING, INCORPORATED**


**(AN
      EXPLORATION STAGE COMPANY)**


**STATEMENTS
      OF CASH FLOW**




**FOR
      THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007 AND THE
      PERIOD**


**FROM
      OCTOBER 31, 2006 (INCEPTION) THROUGH MARCH 31, 2008**


**(UNAUDITED)**





**THREE MONTHS ENDED**
              **MARCH 31,**
            
            **OCTOBER 31,**
              **2006**
              **(INCEPTION)**
              **THROUGH**
              **MARCH 31,****2008**
            
            **2007**
            
            **2008****CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                (loss)
            
            $
            -
            
            $
            (5,293
            )
            $
            (26,289
            )**Net
                  cash (used in) operating activities**
            
            
            -
            
            
            (5,293
            )
            
            (26,289
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Issuance
                of stock for cash and subscriptions receivable
            
            
            -
            
            
            20,000
            
            
            30,000Contribution
                of capital
            
            
            -
            
            
            -
            
            
            10,000**Net
                cash provided by financing activities**
            
            
            -
            
            
            20,000
            
            
            40,000**NET
                INCREASE IN CASH AND CASH EQUIVALENTS**
            
            
            -
            
            
            14,707
            
            
            13,711**CASH
                AND CASH EQUIVALENTS - BEGINNING OF PERIOD**
            
            
            13,711
            
            
            -
            
            
            -**CASH
                AND CASH EQUIVALENTS - END OF PERIOD**
            
            $
            13,711
            
            $
            14,707
            
            $
            13,711





The
      accompanying notes are an integral part of these financial
      statements.




5




**LODESTAR
      MINING, INCORPORATED**


**(An
      Exploration Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**(unaudited)**





NOTE
      1 – BASIS OF PRESENTATION





The
      accompanying unaudited interim financial statements of Lodestar Mining,
      Incorporated have been prepared in accordance with accounting principles
      generally accepted in the United States of America and the rules of the
      Securities and Exchange Commission, and should be read in conjunction with
      Lodestar’s audited 2007 annual financial statements and notes thereto filed with
      the SEC on form S-1/A. In the opinion of management, all adjustments, consisting
      of normal recurring adjustments, necessary for a fair presentation of financial
      position and the result of operations for the interim periods presented have
      been reflected herein. The results of operations for interim periods are not
      necessarily indicative of the results to be expected for the full year. Notes
      to
      the financial statements, which would substantially duplicate the disclosure
      required in Lodestar’s 2007 annual financial statements have been
      omitted.





NOTE
      2 - GOING CONCERN





Lodestar’s
      financial statements have been prepared on a going concern basis, which
      contemplates the realization of assets and settlement of liabilities and
      commitments in the normal course of business for the foreseeable future. Since
      inception, the Company has accumulated losses aggregating to $26,289 and has
      insufficient working capital to meet operating needs for the next twelve months
      as of March 31, 2008, all of which raise substantial doubt about Lodestar’s
      ability to continue as a going concern.




6




**Item
              2.**
            **MANAGEMENT'S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION****AND
                RESULTS OF OPERATIONS******





The
      following discussion should be read in conjunction with our financial statements
      and the notes thereto which appear elsewhere in this report. The results shown
      herein are not necessarily indicative of the results to be expected in any
      future periods. This discussion contains forward-looking statements based on
      current expectations, which involve uncertainties. Actual results and the timing
      of events could differ materially from the forward-looking statements as a
      result of a number of factors.





***Forward-Looking
      Statements***





The
      following discussion and analysis is provided to increase the understanding
      of,
      and should be read in conjunction with, the Financial Statements of the Company
      and Notes thereto included elsewhere in this Report. Historical results and
      percentage relationships among any amounts in these financial statements are
      not
      necessarily indicative of trends in operating results for any future period.
      The
      statements, which are not historical facts contained in this Report, including
      this Plan of Operations, and Notes to the Financial Statements, constitute
      "forward-looking statements" within the meaning of the Private Securities
      Litigation Reform Act of 1995. Such statements are based on currently available
      operating, financial and competitive information, and are subject to various
      risks and uncertainties. Future events and the Company's actual results may
      differ materially from the results reflected in these forward-looking
      statements. Factors that might cause such a difference include, but are not
      limited to, dependence on existing and future key strategic and strategic
      end-user customers, limited ability to establish new strategic relationships,
      ability to sustain and manage growth, variability of operating results, the
      Company's expansion and development of new service lines, marketing and other
      business development initiatives, the commencement of new engagements,
      competition in the industry, general economic conditions, dependence on key
      personnel, the ability to attract, hire and retain personnel who possess the
      technical skills and experience necessary to meet the service requirements
      of
      its clients, the potential liability with respect to actions taken by its
      existing and past employees, risks associated with international sales, and
      other risks described herein and in the Company's other SEC filings. Dollar
      amounts are in US dollars unless otherwise stated.





Plan
      of Operation





We
      are a
      start-up, exploration stage corporation and have not yet generated or realized
      any revenues from our business operations.





Our
      auditors have issued a going concern opinion. This means that there is
      substantial doubt that we can continue as an on-going business for the next
      twelve months unless we obtain additional capital to pay our bills. This is
      because we have not generated any revenues and no revenues are anticipated
      until
      we begin removing and selling minerals. There is no assurance we will ever
      reach
      this point. Accordingly, we must raise cash from sources other than the sale
      of
      minerals found on the property. Our only other source for cash at this time
      is
      investments by others. We must raise cash to implement our project and stay
      in
      business. If we raise the amount of money in the offering that was recently
      registered with the Securities and Exchange Commission, we believe it, together
      with the $30,000 US received from Ian McKinnon, Chief Executive Officer and
      Director, for the purchase of 3,000,000 shares, will last a minimum of twelve
      months.





7




We
      will
      be conducting research in the form of exploration of the property. We are not
      going to buy or sell any plant or significant equipment during the next twelve
      months.





Our
      exploration target is to find an ore body containing gold. Our success depends
      upon finding mineralized material. This includes a determination by our
      consultant if the property contains reserves. We have not selected a consultant
      as of the date of this quarterly report and will not do so until our March
      2008
      offering is successfully completed, if that occurs, of which there is no
      assurance. Mineralized material is a mineralized body, which has been delineated
      by appropriate spaced drilling or underground sampling to support sufficient
      tonnage and average grade of metals to justify removal. If we don't find
      mineralized material or we cannot remove mineralized material, either because
      we
      do not have the money to do it or because it is not economically feasible to
      do
      it, we will cease operations and you will lose your investment.





In
      addition, we may not have enough money to complete our exploration of the
      property. If it turns out that we have not raised enough money to complete
      our
      exploration program, we will try to raise additional funds from a second public
      offering, a private placement, or loans. At the present time, we have not made
      any plans to raise additional money and there is no assurance that we would
      be
      able to raise additional money in the future. If we need additional money and
      can't raise it, we will have to suspend or cease operations.


We
      must
      conduct exploration to determine what amount of minerals, if any, exist on
      our
      properties and if any minerals that are found can be economically extracted
      and
      profitably processed.




The
      property is undeveloped raw land. Exploration and surveying has not been
      initiated and will not be initiated until we raise money in the March, 2008
      offering. That is because we do not have money to start exploration. Once the
      March, 2008 offering is concluded, we intend to start exploration operations.
      To
      our knowledge, except as noted herein, the property has never been mined. The
      only event that has occurred is the locating and the recording of the mining
      claims under the direction of Lake Claim Nickel, Inc.





Before
      mineral retrieval can begin, we must explore for and find mineralized material.
      After that has occurred we have to determine if it is economically feasible
      to
      remove the mineralized material. Economically feasible means that the costs
      associated with the removal of the mineralized material will not exceed the
      price at which we can sell the mineralized material. We can't predict what
      that
      will be until we find mineralized material.





We
      do not
      know if we will find mineralized material. We believe that activities occurring
      on adjoining properties are not material to our activities. The reason is that
      whatever is located under adjoining property may or may not be located under
      our
      property.





We
      do not
      claim to have any minerals or reserves whatsoever at this time on any of the
      property. We intend to implement an initial exploration program consisting
      of
      trenching around high-grade (AU) boulders in the vicinity of the Fiset Showing
      to try and source them in bedrock. Approximately 100 rock chip samples will
      be
      taken. All samples will be boxed and shipped to Accurassay Laboratories for
      analysis. We estimate the total time to complete the project is four weeks
      including analysis. The objective of this work would be to determine if there
      is
      an economically recoverable gold resource on this property. This initial phase
      of work will provide enough information to allow the company to decide whether
      or not to proceed to the next phase of exploration.





8




Based
      upon the results of the exploration, our Directors will determine if our
      interest in the property is to be terminated or further exploration work
      performed. Our Officers and Directors will not receive fees for their services.





The
      proceeds from the March, 2008 offering are designed to fund the costs of the
      initial exploration program recommended by Ulrich Kretschmar.





We
      estimate the cost of the proposed work program to be $15,000 US. This is
      comprised of $1,000 for mobilization and demobilization, $4,760 for trenching,
      $2,700 for supervision, $1,000 for meals and lodging, $990 for truck & ATV
      expense, $2,700 for shipping and assays, and $1,850 for taxes. We estimate
      it
      will take up to four weeks to complete the program. We will begin the program
      after the completion of the March, 2008 offering, weather permitting.





If
      we are
      unable to complete any phase of exploration because we don't have enough money,
      we will cease operations until we raise more money. If we can't or don't raise
      more money, we will cease operations.


We
      do not
      intend to hire additional employees at this time. All of the work on the
      property will be conducted by unaffiliated independent contractors that we
      will
      hire. The independent contractors will be responsible for surveying, geology,
      engineering, exploration, and excavation. The geologists will evaluate the
      information derived from the exploration and excavation and the engineers will
      advise us on the economic feasibility of removing the mineralized
      material.





Limited
      Operating History; Need for Additional Capital





There
      is
      no historical financial information about us upon which to base an evaluation
      of
      our performance. We are an exploration stage corporation and have not generated
      any revenues from operations. We cannot guarantee we will be successful in
      our
      business operations. Our business is subject to risks inherent in the
      establishment of a new business enterprise, including limited capital resources,
      possible delays in the exploration of our properties, and possible cost overruns
      due to price and cost increases in services.





To
      become
      profitable and competitive, we must conduct the research and exploration of
      our
      properties before we start production of any minerals we may find. We are
      seeking equity financing to provide for the capital required to implement our
      research and exploration phases. We believe that the funds raised from the
      March, 2008 offering will allow us to operate for one year.





We
      have
      no assurance that future financing will be available to us on acceptable terms.
      If financing is not available on satisfactory terms, we may be unable to
      continue, develop or expand our operations. Equity financing could result in
      additional dilution to existing shareholders.





Results
      of Operations





For
      the
      three month period ending March 31, 2008 as compared to the three month period
      ending March 31, 2007, there were no revenues as this company is in the
      exploration stage.





9




For
      the
      three month period ending March 31, 2008 there were no expenses. For the three
      month period ending March 31, 2007, we had mineral property costs of $5,000
      and
      general and administrative expenses of $289.





Liquidity
      and Capital Resources





To
      meet
      our need for cash we are attempting to raise money from the March, 2008
      offering. We cannot guarantee that we will be able to raise enough money through
      the March, 2008 offering to stay in business. If we find mineralized material
      and it is economically feasible to remove the mineralized material, we will
      attempt to raise additional money through a subsequent private placement, public
      offering or through loans. If we do not raise the money we need from the March,
      2008 offering to complete our exploration of the property, we will have to
      find
      alternative sources, like a second public offering, a private placement of
      securities, or loans from our officers or others.





At
      March
      31, 2008, we had a working capital surplus of $13,711, which is currently
      insufficient for us to implement our business plan.





At
      the
      present time, we have not made any arrangements to raise additional cash other
      than through the offering that was registered with the SEC in March, 2008.
      If we
      need additional cash and can't raise it we will either have to suspend
      operations until we do raise the cash, or cease operations entirely. The funds
      raised in the March, 2008 offering will allow the company to operate for a
      minimum of one year. Other than as described in this paragraph, we have no
      other
      financing plans.





The
      property is staked and we expect to start exploration operations after
      completion of the March, 2008 offering, weather permitting. As of March 31,
      2008, we have yet to begin operations and therefore we have yet to generate
      any
      revenues.





Since
      inception we have issued 3,000,000 shares of common stock pursuant to the
      exemption from registration set forth in section 4(2) of the Securities Act
      of
      1933. On November 15, 2006, the corporation issued 3,000,000 shares of
      restricted common stock to Ian McKinnon, Chief Executive Officer of Lodestar
      Mining, Incorporated, that Rule 144 of the Securities Act of 1933 defines as
      restricted securities. The shares were issued in consideration for payment
      of
      $30,000 US from Ian McKinnon. These shares will be restricted by the resale
      limitations of Rule 144 under the Securities Act of 1933.





As
      of
      March 31, 2008, our total assets were $13,711 US and our total liabilities
      were
      $0 US.





Off-Balance
      Sheet Arrangements





We
      do not
      have any 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 is material to investors.





**Item
              3.**
            **QUANTITATIVE
                AND QUALITATIVE ANALYSIS ABOUT MARKET
                RISK**





Not
      applicable.





10




**Item
              4.**
            **CONTROLS
                AND PROCEDURES**





An
      evaluation was carried out under the supervision and with the participation
      of
      the Company's management, including the Chief Executive Officer ("CEO") and
      Chief Financial Officer ("CFO"), of the effectiveness of the Company's
      disclosure controls and procedures as of March 31, 2008. Based on that
      evaluation, the CEO and CFO have concluded that the Company’s disclosure
      controls and procedures are effective to provide reasonable assurance that:
      (i)
      information required to be disclosed by the Company in reports that it files
      or
      submits under the Securities Exchange Act of 1934 is accumulated and
      communicated to the Company's management, including the CEO and CFO, as
      appropriate to allow timely decisions regarding required disclosure by the
      Company; and (ii) information required to be disclosed by the Company in reports
      that it files or submits under the Securities Exchange Act of 1934 is recorded,
      processed, summarized and reported within the time periods specified in
      Securities and Exchange Commission rules and forms.





During
      the quarter ended March 31, 2008, there were no changes in the Company's
      internal control over financial reporting that have materially affected, or
      are
      reasonably likely to materially affect, its internal control over financial
      reporting.




11




**PART
      II - OTHER INFORMATION**





**Item
      1.** **LEGAL
      PROCEEDINGS**





None





**Item
      1A. RISK FACTORS**





Not
      applicable.





**Item
      2. UNREGISTERED SALES OF EQUITY** **SECURITIES** **AND USE OF PROCEEDS**





None





**Item
      3.** **DEFAULTS
      UPON SENIOR SECURITIES.**





None





**Item
      4.** **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS.**





None





**Item
      5.** **OTHER
      INFORMATION.**





None





**Item
      6.** **EXHIBITS**





Exhibits
      required by Item 601 of Regulation S-K


Exhibit
                  3.1
              
              Articles
                  of Incorporation (incorporated by reference to Exhibit 3.1 of the
                  Form
                  SB-2 of Lodestar Mining, Incorporated, filed on May 30, 2007, File
                  No.
                  333-143352)Exhibit
                  3.2
              
              Bylaws
                  (incorporated by reference to Exhibit 3.2 in the Form SB-2 of Lodestar
                  Mining, Incorporated, filed on May 30, 2007, File No.
                  333-143352)Exhibit 10.1
              
              Mineral
                  Claim Option Agreement with Claim Lake Nickel, Inc. (incorporated
                  by
                  reference to Exhibit 10.1 in the Form SB-2 of Lodestar Mining,
                  Incorporated, filed on May 30, 2007, File No.
                  333-143352)
   12
  Exhibit
                  31
              
              Certification
                  as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act
                  of 2002 by
                  Chief Executive Officer and Chief Financial OfficerExhibit
                  32
              
              Certification
                  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002 by Chief Executive Officer and Chief
                  Financial Officer





13




**SIGNATURES**





In
      accordance with the requirements of the Securities Exchange Act of 1934, the
      registrant caused duly caused this report to be signed on its behalf by the
      undersigned thereunto duly authorized.





LODESTAR
                MINING, INCORPORATED(Registrant)Date:
                May 1, 2008
            
            /s/
                Ian McKinnonIan
                McKinnon, Chief Executive Officer, Director,Principal
                Executive Officer, Principal FinancialOfficer,
                Principal Accounting Officer,
                Treasurer




14