UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
 
 (Mark
One)
 x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
ACT OF 1934
 
 For the
quarterly period ended:  March 31, 2009
  or
  o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
 
 For the
transition period from _________ to _________
 
 Commission
file number: 333-143352
 
 Lodestar Mining,
Incorporated
 (Exact
name of registrant as specified in its charter)
 
 Delaware
                20-8901634(State
      or other jurisdiction of
                (I.R.S.
      Employerincorporation
      or organization)
                Identification
      No.)
 
 400
      Steeprock DriveToronto,
      Ontario, Canada
              M3J
      2X1(Address
      of principal executive offices)
              (Zip
      code)
 Registrant’s
telephone number, including area code:  (416) 505-1593
  Indicate by check mark whether the
registrant (1) hasfiled
all reports required to be filed by Section 13 or 15(d) of theSecuritiesExchange Actof 1934during the preceding12 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 x  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 o  No x
  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 x No o
  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, 4,010,000 shares outstanding as of April 28, 2009.
  
 
 TABLE OF
CONTENTS
 
  PART
      I - FINANCIAL INFORMATION
                                                                        1Item
      1.
                                                                        Financial
      Statements (Unaudited)
                                                                        1Item
      2.
                                                                        Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                                        9Item
      3.
                                                                        Quantitative
      and Qualitative Disclosures About Market Risk
                                                                        12Item
      4.
                                                                        Controls
      and Procedures
                                                                        12PART
      II - OTHER INFORMATION
                                                                        14Item
      1.
                                                                        Legal
      Proceedings
                                                                        14Item
      1A.
                                                                        Risk
      Factors
                                                                        14Item
      2.
                                                                        Unregistered
      Sales of Equity Securities and Use of Proceeds
                                                                        14Item
      3.
                                                                        Defaults
      Upon Senior Securities.
                                                                        14Item
      4.
                                                                        Submission
      of Matters to a Vote of Security Holders.
                                                                        14Item
      5.
                                                                        Other
      Information.
                                                                        14Item
      6.
                                                                        Exhibits
                                                                        14SignaturesExhibits
   
  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, 2008, previously filed with the Commission, which are
included in the Company's Annual Report filed on Form 10-K.
 
 
 1
 LODESTAR
MINING, INCORPORATED
 (AN
EXPLORATION STAGE COMPANY)
 INDEX
TO FINANCIAL STATEMENTS
 
 
 Page(s)Unaudited
      Financial Statements:Unaudited
      Balance Sheets as of March 31, 2009 and December 31, 2008
                3Unaudited
      Statements of Operations for the three months ended March 31, 2009 and
      March 31, 2008 and the period from October 31, 2006 (Inception) through
      March 31, 2009
                4Unaudited
      Statements of Changes in Stockholders’ Equity (Deficit) for the period
      October 31, 2006 (Inception) through March 31, 2009
                5Unaudited
      Statements of Cash Flows for the three months ended March 31, 2009 and
      March 31, 2008 and the period from October 31, 2006 (Inception) through
      May31, 2009
                6Notes
      to Unaudited Financial Statements
                7
 
    
 2
 
 LODESTAR
      MINING, INCORPORATED(AN
      EXPLORATION STAGE COMPANY)BALANCE
      SHEETSAS
      OF MARCH 31, 2009 AND DECEMBER 31, 2008
                                    (Unaudited)
  ASSETS
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            3/31/09
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            12/31/08CURRENT
      ASSETSCash
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                                            3,682
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                                            9,806Total
      current assets
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            3,682
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            9,806TOTAL
      ASSETS
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                                            3,682
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                                            9,806LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESMining
      expense payable
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                                            139,477
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                                            142,974Accrued
      expense
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            2,934
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            4,434Stock
      payable
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            -
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            -Total
      current liabilities
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                                            142,411
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                                            147,408TOTAL
      LIABILITIES
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                                            142,411
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                                            147,408STOCKHOLDERS'
      DEFICITPreferred
      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,4,010,000
      shares issued and outstanding atMarch
      31, 2009 and December 31, 2008
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            4
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            4Additional
      paid in capital
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            90,106
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            90,106Deficit
      accumulated during the exploration stage
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            (251,102
                                                                                                                                                                                                                                                                            )
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            (246,569
                                                                                                                                                                                                                                                                            )Accumulated
      Other Comprehensive Income
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            22,263
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            18,857Total
      stockholders’ deficit
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            (138,729
                                                                                                                                                                                                                                                                            )
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            (137,602
                                                                                                                                                                                                                                                                            )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT*
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                                            3,682
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                                            9,806
  The
      accompanying notes are an integral part of these financial statements.
   3
 LODESTAR
      MINING, INCORPORATED
                (AN
      EXPLORATION STAGE COMPANY)
                STATEMENTS
      OF OPERATIONS
                FOR
      THE THREE MONTHS ENDED MARCH 31, 2009, 2008,
                AND
      THE PERIOD
                FROM
      OCTOBER 31, 2006 (INCEPTION) THROUGH MARCH 31, 2009
                (UNAUDITED)  THREE
      MONTHS
                    ENDED
                    MARCH
      31, 2009
                  
                  
                  THREE
      MONTHS
                    ENDED
                    MARCH
      31, 2008
                  
                  
                  OCTOBER
      31, 2006
                    (INCEPTION)
                    THROUGH
                    MARCH
      31, 2009REVENUE
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -COST
      OF REVENUES
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -GROSS
      PROFIT
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -OPERATING
      EXPENSESMining
      property costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  214,360Professional
      fees
                  
                  
                  4,500
                  
                  
                  
                  -
                  
                  
                  
                  32,000General
      and administrative
                  
                  
                  33
                  
                  
                  
                  -
                  
                  
                  
                  4,742Total
      operating expenses
                  
                  
                  4,533
                  
                  
                  
                  -
                  
                  
                  
                  251,102NET
      INCOME (LOSS)
                  
                  $
                  (4,533
                  )
                  
                  $
                  -
                  
                  
                  $
                  (251,102
                  )GAIN
      ON FOREIGN CURRENCY TRANSLATION
                  
                  
                  3,406
                  
                  
                  
                  -
                  
                  
                  
                  22,263TOTAL
      COMPREHENSIVE (LOSS)
                  
                  $
                  (1,127
                  )
                  
                  $
                  -
                  
                  
                  $
                  (228,839
                  )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
                  
                  
                  4,010,000
                  
                  
                  
                  3,000,000
                  
                  
                  
                  -NET
      (LOSS) PER SHARE
                  
                  $
                  0.00
                  
                  
                  $
                  -
                  
                  
                  $
                  -
 
 The
accompanying notes are an integral part of these financial
statements.
  4
  LODESTAR
      MINING, INCORPORATED(AN
      EXPLORATION STAGE COMPANY)STATEMENTS
      OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)FOR
      THE PERIOD OCTOBER 31, 2006 (INCEPTION) THROUGH MARCH 31,
    2009(UNAUDITED)
  DeficitsAccumulated
                  
                  
                  AccumulatesAdditional
                  
                  
                  
                  
                  
                  During
      the
                  
                  
                  OtherCommon
      Stock
                  
                  
                  Paid-In
                  
                  
                  Subscriptions
                  
                  
                  Exploration
                  
                  
                  ComprehensiveShares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Receivable
                  
                  
                  Stage
                  
                  
                  Income
                  
                  
                  TotalBalance
      – 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
                  )
                  
                  
                  -
                  
                  
                  $
                  13,711Subscription
      Shares Issued
                  
                  
                  1,010,000
                  
                  
                  
                  1
                  
                  
                  
                  50,109
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  50,110Net
      loss for the period
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (220,280
                  )
                  
                  
                  -
                  
                  
                  
                  (220,280
                  )Foreign
      currency translation gain
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  18,857
                  
                  
                  
                  18,857Balance
      – December 31, 2008
                  
                  
                  4,010,000
                  
                  
                  $
                  4
                  
                  
                  $
                  90,106
                  
                  
                  $
                  -
                  
                  
                  $
                  (246,569
                  )
                  
                  $
                  18,857
                  
                  
                  $
                  (137,602
                  )Net
      loss for the period
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (4,533
                  )
                  
                  
                  -
                  
                  
                  
                  (4,533
                  )Foreign
      currency translation gain
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,406
                  
                  
                  
                  3,406Balance
      – March 31, 2009
                  
                  
                  4,010,000
                  
                  
                  $
                  4
                  
                  
                  $
                  90,106
                  
                  
                  $
                  -
                  
                  
                  $
                  (251,102
                  )
                  
                  $
                  22,263
                  
                  
                  $
                  (138,729
                  )
  The
accompanying notes are an integral part of these financial
statements.
  5
  LODESTAR
      MINING, INCORPORATED
                    (AN
      EXPLORATION STAGE COMPANY)
                    STATEMENTS
      OF CASH FLOW
                    FOR
      THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
                    THE
      PERIOD FROM OCTOBER 31, 2006 (INCEPTION) THROUGH MARCH 31,
      2009
                    (UNAUDITED)
  THREE
                                MONTHS
                                ENDED
                                MARCH
      31,2009
                              
                              
                              THREE
                                MONTHS
                                ENDED
                                MARCH
      31,2008
                              
                              
                              OCTOBER
      31, 2006
                                (INCEPTION)
                                THROUGH
                                MARCH
      31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (loss)
                              
                              $
                              (4,533
                              )
                              
                              $
                              -
                              
                              
                              $
                              (251,102
                              )Changes
      in operating assets and liabilities:Decrease
      of mining payable
                              
                              
                              (3,497
                              )
                              
                              
                              -
                              
                              
                              
                              139,477Increase
      of accrued expenses
                              
                              
                              (1,500
                              )
                              
                              
                              -
                              
                              
                              
                              2,943Net cash (used in ) operating
      activities
                              
                              
                              (9,530
                              )
                              
                              
                              -
                              
                              
                              
                              (108,691
                              )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of stock for cash and subscriptions receivable
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              
                              80,110Contribution
      of capital
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              
                              10,000Net cash provided by financing
      activities
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              
                              90,110EFFECTS
      OF FOREIGN EXCHANGE RATE
                              
                              
                              3,406
                              
                              
                              
                              
                              
                              
                              
                              22,263NET
      INCREASE (DECREASE)IN
      CASH AND CASH EQUIVALENTS
                              
                              
                              (6,124
                              )
                              
                              
                              
                              
                              
                              
                              3,682CASH
      AND CASH EQUIVALENTS –BEGINNING
      OF PERIOD
                              
                              
                              9,806
                              
                              
                              
                              13,711
                              
                              
                              
                              -CASH
      AND CASH EQUIVALENTS – END OF PERIOD
                              
                              $
                              3,682
                              
                              
                              $
                              13,711
                              
                              
                              $
                              3,682
  The
accompanying notes are an integral part of these financial
statements.
  6
  NOTES
TO UNAUDITED FINANCIAL STATEMENTS OF LODESTAR MINING, INCORPORATED
 (An
Exploration Stage Company)
 
 NOTE 1 – ORGANIZATION AND BASIS OF
PRESENTATION
  The
accompanying unaudited 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 2008
annual financial statements and notes thereto filed with the SEC on form 10-K.
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 2008 annual financial statements have been
omitted.
  On
October 31, 2006, Lodestar Mining, Incorporated (the “Company”) was incorporated
in the State of Delaware.
  The
Company’s principal business is the acquisition and exploration of mineral
resources.  The Company has not presently determined whether its mineral
property under option contains mineral reserves that are economically
recoverable.
  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
$251,102 and has insufficient working capital to meet operating needs for the
next twelve months as of December 31, 2008, all of which raise substantial doubt
about Lodestar’s ability to continue as a going concern.
  NOTE
3 – STOCKHOLDERS EQUITY
  Lodestar
had 4,010,000 shares of common stock issued and outstanding as of March 31, 2009
and December 31, 2008.  There were no changes, issuances, or
repurchases of stock during the quarter ended March 31, 2009.
  NOTE
4 – MINERAL PROPERTIES
  Lodestar
has a Mineral Claim Option Agreement with Claim Lake Nickel, Inc. which entitles
the Company to a 10% legal and beneficial interest in Claim Lake’s mineral
dispositions where the company can exercise the option in accordance with the
following schedule as stated in Canadian dollars in the
aggregate:  $5,000 as of March 27, 2007, $45,000 as of July 31, 2008,
$75,000 as of September 30, 2009, and $100,000 as of March 31,
2010.  As of March 31, 2009, Lodestar has paid $50,000 to Claim Lake
Nickel, Inc. for mineral dispositions, and has the remaining $175,000 (Canadian
dollars) recorded as a liability in its financial statements, which was
translated to $142,974 US dollars as of March 31, 2009.
  7
  NOTE
5 – FOREIGN EXCHANGE
  Lodestar’s
financial statements have been prepared using U.S. Dollars.  The
Canadian dollars listed on the March 31, 2009 balance sheet were converted at
the rate on March 31, 2009, which was .80 US dollar for 1 Canadian
dollar.  The Canadian dollars listed on the statements of operations
for the three months ended March 31, 2009 were converted at an average rate for
the period which was .80 US dollar for 1 Canadian dollar.  The net
effect of the conversion resulted in a foreign currency translation gain of
$3,406, which is recorded as other comprehensive income in the statement of
operations for the three month period ended March 31, 2009.
   8
  Item
      2.
              MANAGEMENT'S DISCUSSIONANDANALYSIS OF FINANCIAL
      CONDITIONANDRESULTS 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.  We raised $50,500 from
our 2008 offering.  Because of our low level of activity, 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 until
March, 2010.
  9
  Management
recommends the following work for the Zavitz Property: on the Voyager Showing
and core claims, ground checking of TDIP anomalies and spotting of the five
highest priority drill targets should be carried out.  Drilling should
be done along strike on 100 m centers and at depth below the Voyager Showing
(Quantec Zones “'D2A”'D3, “'D2B”'D3, “'D2C”'D3 and “'D2D”'D3) outlined by 1998
and 1999 geophysical surveys.  The budget recommended for Phase 1 to
consist of geological mapping, prospecting, lithogeochemistry, and 2,500 m of
diamond drilling is $208,000. Phase II, follow- up drilling would total
$239,500.
 
 Claim Lake
intends to continue to develop its property through additional surface
exploration comprising geological mapping, lithogeochemistry and soil
geochemistry and diamond drilling. This activity is dependent on being able to
raise additional funding.
  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.  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.  We received $50,500 in Canadian dollars
from our offering in July, 2008.  We have used $15,000 of these funds
to commence exploration and surveying operations.
  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.
  During
November 2008, work on the Zavitz property consisted of reconnaissance
geological mapping, prospecting, collecting of samples for whole rock chemical
analysis and a preliminary evaluation of the Fiset Gold showing.  The
work at the Fiset Gold showing consisted of rehabilitating and recutting of old
lines, cutting of a trail to the showing, hand stripping of outcrop, drilling
and blasting of a trench, sampling and assaying of grab samples from the
trench.  A report on the work and results is available from Claim Lake
Nickel Inc.
  10
 A portion
of the proceeds from the offering that closed in 2008 were used to fund the
costs of the initial exploration program recommended by Ulrich
Kretschmar.  The cost of the  work program  was
approximately $15,000 US, which was  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.
  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.  Because of our limited
operations, we believe that the funds raised from the offering that closed in
July, 2008 will allow us to operate until March, 2010.
  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, 2009, as compared to the three month period
ending March 31, 2008, there were no revenues as this company is in the
exploration stage.
  For the
three month period ending March 31, 2009, there were professional fees of $4,500
and general and administrative expenses of $33.  For the three month
period ending March 31, 2008, we had professional fees of $-0-, and general and
administrative expenses of $-0-.
 
 11
 
 Liquidity and Capital
Resources
  To meet
our need for cash we closed an equity offering and raised $50,500 in Canadian
dollars.  We cannot guarantee that these funds will be sufficient 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 the funds we raised are insufficient 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.
  Since
inception, we have accumulated losses aggregating
$251,102.  Accordingly, we have insufficient funds 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 and
funded in July, 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 registration
offering will allow the company to operate until March, 2010.  Other
than as described in this paragraph, we have no other financing
plans.
  As of
March 13, 2009, the second option payment of $75,000 had not been made.
 Accordingly, Lodestar executed an extension agreement dated March 12, 2009
with Claim Lake Nickel wherein Claim Lake agreed to extend the term for the
second payment to March 13, 2010.
 
 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, 2009, our total assets were $3,682 US and our total liabilities were
$142,411 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.
              QUANTITATIVEANDQUALITATIVE DISCLOSURES ABOUT
      MARKET RISK
  Not
applicable.
 
 Item
      4.
              CONTROLSANDPROCEDURES
  We
carried out an evaluation under the supervision and with the participation of
our management, including the Chief Executive Officer ("CEO") and Chief
Financial Officer ("CFO"), of the effectiveness of our disclosure controls and
procedures as of December 31, 2008.  Based on that evaluation, the CEO
and CFO have concluded that our disclosure controls and procedures are not
effective to provide reasonable assurance that:  (i) information
required to be disclosed by us in reports that we file or submit under the
Securities Exchange Act of 1934 is accumulated and communicated to our
management, including the CEO and CFO, as appropriate to allow timely decisions
regarding required disclosure by us; and (ii) information required to be
disclosed by us 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.
 
 12
  As of
December 31, 2008 or March 31, 2009, we did not maintain effective controls over
our financial statement disclosure.  Specifically, controls were not
designed and in place to ensure that all disclosures required are addressed in
our financial statements.  In addition, we lack sufficient accounting
staff and the performance of the principal accounting functions are by one
officer.  Our chief executive officer also serves as our chief financial
officer.  All of our financial reporting is carried out by one
individual, and we do not have an audit committee.  This lack of
accounting staff results in a lack of segregation of duties and accounting
technical expertise necessary for an effective system of internal
control.  Accordingly, management has determined that this control
deficiency constitutes a material weakness.
  During
the quarter ended March 31, 2009, 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.
 
  13
 
 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)Exhibit
      10.2
                Amendment
      No. 1 to the Mineral Claim Option Agreement (incorporated by reference to
      Exhibit 10.2 in the Form 10-K of Lodestar Mining, Incorporated, filed on
      April 15, 2009, File No. 333-143352).Exhibit
      10.3
                Amendment
      No. 2 to the Mineral Claim Option Agreement (incorporated by reference to
      Exhibit 10.3 in the Form 10-K of Lodestar Mining, Incorporated, filed on
      April 15, 2009, File No.
333-143352).
   14
    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
 
  15
 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 15, 2009
              /s/
      Ian McKinnonIan
      McKinnon, Chief Executive Officer, Director,Principal
      Executive Officer, Principal FinancialOfficer,
      Principal Accounting Officer,
Treasurer
 
 
  16