UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q/A




Amendment
No. 1




(Mark
One)




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




EXCHANGE
ACT OF 1934




For the
quarterly period ended: March 31, 2008




OR




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




For the
transition period from _________ to _________




Commission
file number: 333-143352




Lodestar Mining,
Incorporated




(Name of
small business issuer in its charter)




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




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




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


YesxNo ̈




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).


YesxNo ̈




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




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





TABLE OF
CONTENTS




EXPLANATORY
      NOTE
                                                                                          1PART I - FINANCIAL
    INFORMATION
                                                                                          1Item 1.
                                                                                          Financial Statements
                                                                                          1Item 2.
                                                                                          Management's Discussion and Analysis of Financial
      Condition and and Results
      of Operations
                                                                                          8Item
      3.
                                                                                          Quantitative
      and Qualitative Disclosures About Market Risk
                                                                                          11Item 4.
                                                                                          Controls and Procedures
                                                                                          12PART II - OTHER INFORMATION
                                                                                          13Item 1.
                                                                                          Legal Proceedings
                                                                                          13Item 1A.
                                                                                          Risk Factors
                                                                                          13Item 2.
                                                                                          Unregistered Sales of Equity Securities and Use of
      Proceeds
                                                                                          13Item 3.
                                                                                          Defaults Upon Senior
      Securities.
                                                                                          13Item 4.
                                                                                          Submission of Matters to a Vote of Security
      Holders.
                                                                                          13Item 5.
                                                                                          Other Information.
                                                                                          13Item 6.
                                                                                          Exhibits
                                                                                          13Signatures
                                                                                          14Exhibits





EXPLANATORY
NOTE




This
Amendment No. 1 on Form 10-Q/A amends the Company’s 10-Q for the period ending
March 31, 2008, originally filed with the Securities and Exchange Commission on
May 2, 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.




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.


1


LODESTAR
MINING, INCORPORATED


(AN
EXPLORATION STAGE COMPANY)


INDEX
TO FINANCIAL STATEMENTS





Page(s)Financial
      Statements:Balance
      Sheets as of March 31, 2008 and December 31, 2007
    (unaudited)
                            3Statements
      of Operations for the Three Months ended March 31,  2008 and
      2007 and the Period from October 31, 2006 (inception) through March 31,
      2008 (unaudited)
                            4Statements
      of Changes in Stockholders’ Equity for the period  October 31,
      2006 (Inception) through March 31, 2008 (unaudited)
                            5Statements
      of Cash Flows for the Three Months ended March 31,  2008 and
      2007 and the Period from October 31, 2006 (inception) through March 31,
      2008 (unaudited)
                            6Notes
      to Financial Statements (unaudited)
                            7




2


LODESTAR
MINING, INCORPORATED


(AN
EXPLORATION STAGE COMPANY)


BALANCE
SHEETS




AS
OF MARCH 31, 2008 AND DECEMBER 31, 2007


(UNAUDITED)





March 31,
                
                
                December 31,2008
                
                
                2007ASSETSCURRENT
      ASSETSCash
                
                $
                13,711
                
                
                $
                13,711Total
      current assets
                
                
                13,711
                
                
                
                13,711TOTAL
      ASSETS
                
                $
                13,711
                
                
                $
                13,711LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
                
                $
                -
                
                
                $
                -Total
      current liabilities
                
                
                -
                
                
                
                -STOCKHOLDERS'
      EQUITYPreferred
      stock, $0.000001 par value, 20,000,000 shares authorized, none issued and
      outstanding
                
                
                -
                
                
                
                -Common
      stock, $0.000001 par value, 1,000,000,000 shares authorized, 3,000,000
      shares issued and outstanding
                
                
                3
                
                
                
                3Additional
      paid in capital
                
                
                39,997
                
                
                
                39,997Deficit
      accumulated during the exploration stage
                
                
                (26,289
                )
                
                
                (26,289
                )Total
      stockholders' equity
                
                
                13,711
                
                
                
                13,711TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                
                $
                13,711
                
                
                $
                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  MONTHS ENDED MARCH 31, 2008 AND 2007 AND THE
PERIOD


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


(UNAUDITED)





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





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


4





LODESTAR
MINING, INCORPORATED


(AN
EXPLORATION STAGE COMPANY)


STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY


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


(UNAUDITED)





Common Stock
                
                
                Additional
                  Paid-In
                
                
                Sub-
                  scriptions
                
                
                Deficit
                  Accumulated
                  During the
                  ExplorationShares
                
                
                Amount
                
                
                Capital
                
                
                Receivable
                
                
                Stage
                
                
                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
                )
                
                
                13,711Net
      loss for the period
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Balance
      - March 31, 2008
                
                
                3,000,000
                
                
                $
                3
                
                
                $
                39,997
                
                
                $
                -
                
                
                $
                (26,289
                )
                
                $
                13,711




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




5





LODESTAR
MINING, INCORPORATED


(AN
EXPLORATION STAGE COMPANY)


STATEMENTS
OF CASH FLOW




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


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


(UNAUDITED)





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





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


6


LODESTAR
MINING, INCORPORATED


(An
Exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


(unaudited)








NOTE 1 –
BASIS OF PRESENTATION





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





NOTE 2 -
GOING CONCERN





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


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.


8


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




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




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




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




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




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




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




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


9


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




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




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




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




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




Limited Operating History;
Need for Additional Capital




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




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




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




Results of
Operations




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


10


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





Liquidity and Capital
Resources




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




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




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




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




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




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




Off-Balance Sheet
Arrangements




We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.




Item
      3.
            QUANTITATIVE AND QUALITATIVE
      ANALYSIS ABOUT MARKET RISK




Not
applicable.




11


Item
      4.
            CONTROLS AND
      PROCEDURES




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





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


12


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 OfficerExhibit
      32
              
              Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 by Chief Executive Officer and Chief
      Financial Officer




13





SIGNATURES





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








LODESTAR MINING,
    INCORPORATED(Registrant)Date:  March
      30, 2009
                /s/  Ian
  McKinnonIan
      McKinnon, Chief Executive Officer, Director,
                  Principal
      Executive Officer, Principal Financial
                  Officer,
      Principal Accounting Officer,
Treasurer




14