UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q/A
 
 (Mark
One)
 xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
 EXCHANGE
ACT OF 1934
 
 For the
quarterly period ended: September 30, 2008
 
 OR
 
  ̈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) 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
 ̈
  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
                               ̈
                              Accelerated
      filer
                               ̈Non-accelerated filer
                               ̈
                              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 xNo  ̈
  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 November 13,
2008.
  
  TABLE OF
CONTENTS
  EXPLANATORY
      NOTE
                                                          1PART
      I - FINANCIAL INFORMATION
                                                          1Item
      1.
                                                          Financial
      Statements (Unaudited)
                                                          1Item
      2.
                                                          Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                          8Item
      3.
                                                          Quantitative
      and Qualitative Disclosures About Market Risk
                                                          11Item
      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
                                                          12SignaturesExhibits
  i
  EXPLANATORY
NOTE
  This
Amendment No. 1 on Form 10-Q/A amends the Company’s 10-Q for the period ending
September 30, 2008, originally filed with the Securities and Exchange Commission
on November 19, 2008.  We are filing this Form 10-Q/A to reflect the
Company’s status as a shell company as defined in Rule 12b-2 of the Exchange
Act.  Amendment No. 1 also clarifies that the company received all of
the funding from the offering that the Company registered with the SEC in March,
2008 by July, 2008 and that the final shares of common stock were not issued
until November, 2008.  The Company closed the offering in July, 2008
and all of the stock certificates except for one was issued in July,
2008.  The final stock certificate was issued in November,
2008.  As a result of the late issuance of that stock certificate, the
Company erroneously reported that the offering closed in November, 2008 in its
Quarterly Report on Form 10-Q for the period ending September 30,
2008.
  As
required by Rule 12b-15 under the Securities Exchange Act of 1934, new
certifications of our principal executive officer and principal financial
officer are being filed as an exhibit to this Amendment No. 1 on Form
10-Q/A.  No other information contained in the original filing is
amended hereby.  Except for the matter described above, this amendment
does not change any previously reported financial results, modify or update
disclosures in the original filing, or reflect events occurring after the date
of the original filing.
  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/A.
  1
  LODESTAR
MINING, INCORPORATED
 (AN
EXPLORATION STAGE COMPANY)
 INDEX
TO FINANCIAL STATEMENTS
 
 Page(s)Unaudited
      Financial Statements:Unaudited
      Balance Sheets as of September 30, 2008, and December 31,
    2007
                3Unaudited
      Statements of Operations for the three and nine months ended September 30,
      2008 and September 30, 2007, and the period  from October 31,
      2006 (Inception) through September 30, 2008
                4Unaudited
      Statements of Changes in Stockholders’ Equity (Deficit) for the period
      October 31, 2006 (Inception) through September 30, 2008
                5Unaudited
      Statements of Cash Flows for the nine months ended  September
      30, 2008, and September 30, 2007
                6Notes
      to Unaudited Financial Statements
                7
  2
  LODESTAR
MINING, INCORPORATED
 (AN
EXPLORATION STAGE COMPANY)
 BALANCE
SHEETS
 AS
OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
 
 (Unaudited)
                          9/30/08
                        
                        
                        12/31/07ASSETSCURRENT
      ASSETSCash
                        
                        $
                        12,851
                        
                        
                        $
                        13,711Total
      current assets
                        
                        
                        12,851
                        
                        
                        
                        13,711TOTAL
      ASSETS
                        
                        $
                        12,851
                        
                        
                        $
                        13,711LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESMining
      expense payable
                        
                        
                        165,141
                        
                        
                        
                        -Stock
      payable
                        
                        
                        992Total
      current liabilities
                        
                        $
                        166,133
                        
                        
                        $
                        -TOTAL
      LIABILITIES
                        
                        $
                        166,133
                        
                        
                        
                        -STOCKHOLDERS'
      EQUITY (DEFICIT)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,3,990,000
      and 3,000,000 shares issued and outstanding atSeptember 30, 2008 and
      December 31, 2007, respectively
                        
                        
                        4
                        
                        
                        
                        3Additional
      paid in capital
                        
                        
                        89,114
                        
                        
                        
                        39,997Deficit
      accumulated during the exploration stage
                        
                        
                        (248,939
                        )
                        
                        
                        (26,289
                        )Accumulated
      other comprehensive income
                        
                        
                        6,539
                        
                        
                        
                        -Total
      stockholders’ equity (deficit)
                        
                        
                        (153,282
                        )
                        
                        
                        13,711TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
                        
                        
                        12,851
                        
                        
                        $
                        13,711
 
 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 AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30,
2007
 AND
THE PERIOD
 FROM
OCTOBER 31, 2006 (INCEPTION) THROUGH SEPTEMBER 30, 2008
 (UNAUDITED)
 
 Three Months
                  Ended
                  September 30,
                  2008
                
                
                Three Months
                  Ended
                  September 30,
                  2007
                
                
                Nine Months
                  Ended
                  September 30,
                  2008
                
                
                Nine Months
                  Ended
                  September 30,
                  2007
                
                
                October 31,
                  2006
                  (Inception)
                  Through
                  September 30,
                  2008REVENUE
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -COST
      OF REVENUES
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -GROSS
      PROFIT
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -OPERATING
      EXPENSESMining
      property costs
                
                
                216,084
                
                
                
                -
                
                
                
                216,084
                
                
                
                5,000
                
                
                
                221,084Professional
      fees
                
                
                
                
                
                
                8,500
                
                
                
                5,000
                
                
                
                21,000
                
                
                
                26,000General
      and administrative
                
                
                1,566
                
                
                
                10
                
                
                
                1,566
                
                
                
                289
                
                
                
                1,855Total
      operating expenses
                
                
                217,650
                
                
                
                8,510
                
                
                
                222,650
                
                
                
                26,289
                
                
                
                248,939NET
      (LOSS)
                
                $
                (217,650
                )
                
                $
                (8,510
                )
                
                $
                (222,650
                )
                
                $
                (26,289
                )
                
                $
                (248,939
                )GAIN
      ON FOREIGN CURRENCY TRANSLATION
                
                
                6,539
                
                
                
                -
                
                
                
                6,539
                
                
                
                -
                
                
                
                6,539TOTAL
      COMPREHENSIVE (LOSS)
                
                $
                (211,111
                )
                
                $
                (8,510
                )
                
                $
                (216,111
                )
                
                $
                (26,289
                )
                
                $
                (242,400
                )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
                
                
                3,510,658
                
                
                
                3,000,000
                
                
                
                3,367,555
                
                
                
                3,000,000
                
                
                
                3,000,000NET
      (LOSS) PER SHARE
                
                $
                (0.06
                )
                
                $
                (0.00
                )
                
                $
                (0.06
                )
                
                $
                (0.01
                )
                
                $
                (0.08
                )
  4
  LODESTAR
MINING, INCORPORATED
 (AN
EXPLORATION STAGE COMPANY)
 STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
 FOR
THE PERIOD OCTOBER 31, 2006 (INCEPTION) THROUGH SEPTEMBER 30, 2008
 (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
                  
                  
                  990,000
                  
                  
                  
                  1
                  
                  
                  
                  49,117
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  49,118Net
      loss for the period
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (222,650
                  )
                  
                  
                  -
                  
                  
                  
                  (222,650
                  )Foreign
      currency translation gain
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  6,539
                  
                  
                  
                  6,539Balance
      – September 30, 2008
                  
                  
                  3,990,000
                  
                  
                  $
                  4
                  
                  
                  $
                  89,114
                  
                  
                  $
                  -
                  
                  
                  $
                  (248,939
                  )
                  
                  $
                  6,539
                  
                  
                  $
                  (153,282
                  )
  5
  LODESTAR
MINING, INCORPORATED
 (AN
EXPLORATION STAGE COMPANY)
 STATEMENTS
OF CASH FLOW
 FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007 AND
 THE
PERIOD FROM OCTOBER 31, 2006 (INCEPTION) THROUGH SEPTEMBER 30, 2008
 (UNAUDITED)
 
 
 Nine Months
                      
                      
                      Nine Months
                      
                      
                      October 31,
                        2006
                        (Inception)Ended
                      
                      
                      Ended
                      
                      
                      ThroughSeptember
      30,
                        2008
                      
                      
                      September
      30,
                        2007
                      
                      
                      September
                        30,
      2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (loss)
                      
                      $
                      (222,650
                      )
                      
                      $
                      (26,289
                      )
                      
                      $
                      (248,939
                      )Increase
      of mining payable
                      
                      
                      165,141
                      
                      
                      
                      -
                      
                      
                      
                      165,141Net
      cash (used in ) operating activities
                      
                      
                      (57,509
                      )
                      
                      
                      (26,289
                      )
                      
                      
                      (83,798
                      )CASH
      FLOWS FROM FINANCING ACTIVITIESCash
      received for stock not yet issued (stock payable)
                      
                      
                      992
                      
                      
                      
                      -
                      
                      
                      
                      992Issuance
      of stock for cash and subscriptions receivable
                      
                      
                      49,118
                      
                      
                      
                      30,000
                      
                      
                      
                      79,118Contribution
      of capital
                      
                      
                      -
                      
                      
                      
                      10,000
                      
                      
                      
                      10,000Net
      cash provided by financing activities
                      
                      
                      50,110
                      
                      
                      
                      40,000
                      
                      
                      
                      90,110EFFECTS
      OF FOREIGN EXCHANGE RATE
                      
                      
                      6,539
                      
                      
                      
                      -
                      
                      
                      
                      6,539NET
      INCREASE (DECREASE)
                        IN
      CASH AND CASH EQUIVALENTS
                      
                      
                      (860
                      )
                      
                      
                      13,711
                      
                      
                      
                      12,851CASH
      AND CASH EQUIVALENTS –
                        BEGINNING
      OF PERIOD
                      
                      
                      13,711
                      
                      
                      
                      -
                      
                      
                      
                      -CASH
      AND CASH EQUIVALENTS – END OF PERIOD
                      
                      $
                      12,851
                      
                      
                      $
                      13,711
                      
                      
                      $
                      12,851
  6
  NOTES
TO UNAUDITED FINANCIAL STATEMENTS OF LODESTAR MINING, INCORPORATED
 
 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
$248,939 and has insufficient working capital to meet operating needs for the
next twelve months as of September 30, 2008, all of which raise substantial
doubt about Lodestar’s ability to continue as a going concern.
  NOTE 3 –
STOCKHOLDERS EQUITY
 
 Lodestar
registered 2,000,000 shares of common stock to be offered at $0.05 per
share.  In April through July, 2008, the Company issued 1,010,000
shares at $0.05 per share for a total of $50,500 (Canadian
dollars).
 
 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 September 30, 2008, 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.
 
 NOTE
5 – FOREIGN EXCHANGE
 
 Lodestar’s
financial statements have been prepared using U.S. Dollars.  However,
the transactions that took place in the third quarter required the use of
Canadian currency.  The Canadian dollars listed on the September 30,
2008 Balance Sheet were converted at the rate on September 30, 2008, which was
..94 US dollar for 1 Canadian dollar.  The Canadian dollars listed on
the Statements of Operations for the three and nine Months ended September 30,
2008 were converted at an average rate for the period which was .98 US dollar
for 1 Canadian dollar. The net effect of the conversion resulted in a foreign
currency translation gain of $6,539, which is recorded as other comprehensive
income in the statement of operations for the three and nine month period ended
September 30, 2008
  7
  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.
  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.
  8
  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 will use these funds to commence
exploration and surveying 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.
  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.
  The
proceeds from the offering 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.
  9
  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 offering that closed in July, 2008 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
nine month period ending September 30, 2008, as compared to the nine month
period ending September 30, 2007, there were no revenues as this company is
in the exploration stage.
  For the
three month period ending September 30, 2008, there were mineral property costs
of $216,084, professional fees of $5,000 and general and administrative expenses
of $1,566.  For the nine month period ending September 30, 2007, we
had mineral property costs of $0, professional fees of $8,500, and general and
administrative expenses of $10.
 
 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.
  At
September 30, 2008, we had a working capital deficit of ($58,916), 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 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 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 registration offering, weather
permitting.  As of September 30, 2008, we have yet to begin operations
and therefore we have yet to generate any revenues.
  10
  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
September 30, 2008, our total assets were $12,851 US and our total liabilities
were $166,133 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
      DISCLOSURES ABOUT MARKET
RISK
  Not
applicable.
 
 Item
      4.
              CONTROLS AND
      PROCEDURES
  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 September 30, 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.
 
 During
the quarter ended September 30, 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)
 
 Exhibit 11
              Statement
      re computation of per share earnings (see Note 1 to Financial Statements
      on page 6)
 
 Exhibit 31
              Certification
      as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 by
      Chief Executive Officer and Chief Financial
  Officer
 
 Exhibit 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
  12
  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: March
      30, 2009
                    /s/  Ian
  McKinnonIan
      McKinnon, Chief Executive Officer, Director,
                      Principal
      Executive Officer, Principal Financial
                      Officer,
      Principal Accounting Officer,
Treasurer
  13