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:  September 30, 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  ̈




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  ̈ No  ̈




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 x No  ̈




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 October 23,
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
                    10Item
      3.
                    Quantitative
      and Qualitative Disclosures About Market Risk
                    14Item
      4.
                    Controls
      and Procedures
                    14PART
      II - OTHER INFORMATION
                    15Item
      1.
                    Legal
      Proceedings
                    15Item
      1A.
                    Risk
      Factors
                    15Item
      2.
                    Unregistered
      Sales of Equity Securities and Use of Proceeds
                    15Item
      3.
                    Defaults
      Upon Senior Securities.
                    15Item
      4.
                    Submission
      of Matters to a Vote of Security Holders.
                    15Item
      5.
                    Other
      Information.
                    15Item
      6.
                    Exhibits
                    15Signatures
                    17Exhibits
                    18


i


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)Financial
      Statements:Unaudited
      Balance Sheets as of September 30, 2009 and December 31,
    2008
              3Unaudited
      Statements of Operations for the three and nine months ended
      September 30, 2009 and 2008, and the period from  October 31, 2006
      (Inception) through September 30, 2009
              4Unaudited
      Statements of Changes in Stockholders’ Equity (Deficit) for the
      period October 31, 2006 (Inception) through September 30,
    2009
              5Unaudited
      Statements of Cash Flows for the nine months ended September 30, 2009
      and 2008, and the period from October 31, 2006 (Inception) through
      September 30, 2009
              6Notes
      to Unaudited Financial Statements
              7


2




LODESTAR
MINING, INCORPORATED


(AN
EXPLORATION STAGE COMPANY)


BALANCE
SHEETS


AS
OF SEPTEMBER 30, 2009 AND DECEMBER 31, 2008


(UNAUDITED)





September
                                    30,
      2009
                                  
                                  
                                  December
      31,
                                    2008(Unaudited)ASSETSCURRENT
      ASSETSCash
                                  
                                  $
                                  73
                                  
                                  
                                  $
                                  9,806Total
      current assets
                                  
                                  
                                  73
                                  
                                  
                                  
                                  9,806TOTAL
      ASSETS
                                  
                                  $
                                  73
                                  
                                  
                                  $
                                  9,806LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESMining
      expense payable
                                  
                                  $
                                  163,125
                                  
                                  
                                  $
                                  142,974Accrued
      expense
                                  
                                  
                                  453
                                  
                                  
                                  
                                  4,434Total
      current liabilities
                                  
                                  
                                  163,578
                                  
                                  
                                  
                                  147,408TOTAL
      LIABILITIES
                                  
                                  
                                  163,578
                                  
                                  
                                  
                                  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 at September 30, 2009 and and December 31,
      2008, respectively
                                  
                                  
                                  5
                                  
                                  
                                  
                                  5Additional
      paid in capital
                                  
                                  
                                  96,594
                                  
                                  
                                  
                                  90,105Deficit
      accumulated during the exploration stage
                                  
                                  
                                  (259,001
                                  )
                                  
                                  
                                  (246,569
                                  )Accumulated
      Other Comprehensive Income
                                  
                                  
                                  (1,103
                                  )
                                  
                                  
                                  18,857Total
      stockholders’ deficit
                                  
                                  
                                  (163,505
                                  )
                                  
                                  
                                  (137,602
                                  )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                                  
                                  $
                                  73
                                  
                                  
                                  $
                                  9,806





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


3





LODESTAR
MINING, INCORPORATED


(AN
EXPLORATION STAGE COMPANY)


STATEMENTS
OF OPERATIONS


FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBEER 30, 2009 AND 2008, AND THE
PERIOD


FROM OCTOBER 31, 2006 (INCEPTION)
THROUGHSEPTEMBER 30,
2009 (UNAUDITED)





THREE
                  MONTHS
                  ENDED
                  SEPTEMBER
                  30,
                
                
                THREE
                  MONTHS
                  ENDED
                  SEPTEMBER
                  30,
                
                
                NINE
                  MONTHS
                  ENDED
                  SEPTEMBER
                  30,
                
                
                NINE
                  MONTHS
                  ENDED
                  SEPTEMBER
                  30,
                
                
                OCTOBER
      31,
                  2006
                  (INCEPTION)
                  THROUGH
                  SEPTEMBER
                  30,2009
                
                
                2008
                
                
                2009
                
                
                2008
                
                
                2009REVENUE
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -COST
      OF REVENUES
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -GROSS
      PROFIT
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -OPERATING
      EXPENSESMining
      property costs
                
                
                -
                
                
                
                216,084
                
                
                
                -
                
                
                
                216,084
                
                
                
                214,360Professional
      fees
                
                
                3,587
                
                
                
                -
                
                
                
                9,987
                
                
                
                5,000
                
                
                
                38,100General
      and administrative
                
                
                976
                
                
                
                1,566
                
                
                
                2,445
                
                
                
                1,566
                
                
                
                6,541Total
      operating expenses
                
                
                4,563
                
                
                
                217,650
                
                
                
                12,432
                
                
                
                222,650
                
                
                
                259,001NET
      INCOME (LOSS)
                
                
                (4,563
                )
                
                
                (217,650
                )
                
                
                (12,432
                )
                
                
                (222,650
                )
                
                
                (259,001
                )GAIN
      (LOSS) ON FOREIGN CURRENCY TRANSLATION
                
                
                (11,774
                )
                
                
                6,539
                
                
                
                (19,960
                )
                
                
                6,539
                
                
                
                (1,103
                )TOTAL
      COMPREHENSIVE (LOSS)
                
                $
                (16,337
                )
                
                $
                211,111
                
                
                
                (32,392
                )
                
                
                (216,111
                )
                
                $
                (260,104
                )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
                
                
                4,010,000
                
                
                
                3,000,000
                
                
                
                4,010,000
                
                
                
                3,000,000
                
                
                
                -NET
      (LOSS) PER SHARE
                
                $
                (
      0.00
                )
                
                $
                (0.07
                )
                
                $
                (
      0.01
                )
                
                $
                (0.07
                )




The
accompanying notes are an integral part of these unaudited 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 SEPTEMBER 30, 2009


(UNAUDITED)





DeficitsAccumulated
                                
                                
                                AccumulatedAdditional
                                
                                
                                
                                
                                
                                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
                                
                                
                                
                                2
                                
                                
                                
                                50,108
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                50,110Net
      loss for the period
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (220,280
                                )
                                
                                
                                -
                                
                                
                                
                                (220,280
                                )Foreign
      currency translation gain
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                18,857
                                
                                
                                
                                18,857Balance
      – December 31, 2008
                                
                                
                                4,010,000
                                
                                
                                $
                                5
                                
                                
                                $
                                90,105
                                
                                
                                $
                                -
                                
                                
                                $
                                (246,569
                                )
                                
                                $
                                18,857
                                
                                
                                $
                                (137,602
                                )Contributed
      capital by shareholders
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                6,489
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                6,489Net
      loss for the period
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (12,432
                                )
                                
                                
                                -
                                
                                
                                
                                (12,432
                                )Foreign
      currency translation gain
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (19,960
                                )
                                
                                
                                (19,960
                                )Balance
      – June 30, 2009
                                
                                
                                4,010,000
                                
                                
                                $
                                5
                                
                                
                                $
                                96,594
                                
                                
                                $
                                -
                                
                                
                                $
                                (259,001
                                )
                                
                                $
                                (1,103
                                )
                                
                                $
                                (163,505
                                )




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


5





LODESTAR
MINING, INCORPORATED


(AN
EXPLORATION STAGE COMPANY)


STATEMENTS
OF CASH FLOW


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008, AND


THE
PERIOD FROM OCTOBER 31, 2006 (INCEPTION) THROUGH SEPTEMBER 30, 2009


(UNAUDITED)





NINE
                        MONTHS
                        ENDED
                        SEPTEMBER
      30,
                      
                      
                      NINE
                        MONTHS
                        ENDED
                        SEPTEMBER
                        30,
                      
                      
                      OCTOBER
      31, 2006
                        (INCEPTION)
                        THROUGH
                        SEPTEMBER
      30,2009
                      
                      
                      2008
                      
                      
                      2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (loss)
                      
                      $
                      (12,432
                      )
                      
                      $
                      (222,650
                      )
                      
                      $
                      (259,001
                      )Increase
      (decrease) of mining payable
                      
                      
                      20,151
                      
                      
                      
                      165,141
                      
                      
                      
                      163,125Increase
      (decrease) of stock payable
                      
                      
                      -
                      
                      
                      
                      992
                      
                      
                      
                      -Increase
      (decrease) of accrued expenses
                      
                      
                      (3,982
                      )
                      
                      
                      -
                      
                      
                      
                      452Net
      cash provided by (used in ) operating activities
                      
                      
                      3,737
                      
                      
                      
                      (56,517
                      )
                      
                      
                      (95,424
                      )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of stock for cash and subscriptionsreceivable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      80,110Contribution
      of capital
                      
                      
                      6,490
                      
                      
                      
                      49,118
                      
                      
                      
                      16,490Net
      cash provided by financing activities
                      
                      
                      6,490
                      
                      
                      
                      49,118
                      
                      
                      
                      96,600EFFECTS
      OF FOREIGN EXCHANGE RATE
                      
                      
                      (19,960
                      )
                      
                      
                      6,539
                      
                      
                      
                      (1,103
                      )NET
      INCREASE (DECREASE)IN
      CASH AND CASH EQUIVALENTS
                      
                      
                      (9,733
                      )
                      
                      
                      (860
                      )
                      
                      
                      73CASH
      AND CASH EQUIVALENTS –BEGINNING
      OF PERIOD
                      
                      
                      9,806
                      
                      
                      
                      13,711
                      
                      
                      
                      -CASH
      AND CASH EQUIVALENTS – END OF PERIOD
                      
                      $
                      73
                      
                      
                      $
                      12,851
                      
                      
                      $
                      73





The
accompanying notes are an integral part of these unaudited 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.




Recently
Adopted Accounting Pronouncements





Effective
June 30, 2009, the Company adopted a new accounting standard issued by the FASB
related to the disclosure requirements of the fair value of the financial
instruments. This standard expands the disclosure requirements of fair value
(including the methods and significant assumptions used to estimate fair value)
of certain financial instruments to interim period financial statements that
were previously only required to be disclosed in financial statements for annual
periods. In accordance with this standard, the disclosure requirements have been
applied on a prospective basis and did not have a material impact on the
Company’s financial statements.





In June
2009, the Financial Accounting Standards Board ("FASB") established the FASB
Accounting Standards Codification ( the "Codification") as the source of
authoritative accounting principles recognized by the FASB to be applied by
non-governmental entities in the preparation of financial statements in
conformity with GAAP.  Rules and interpretive releases of the
Securities and Exchange Commission ("SEC") under authority of federal securities
laws are also sources of authoritative GAAP for SEC registrants.  The
introduction of the Codification does not change GAAP and other than the manner
in which new accounting guidance is referenced, the adoption of these changes
had no impact on the our consolidated financial statements.





Recently
Issued Accounting Standards





In August
2009, the FASB issued an amendment to the accounting standards related to the
measurement of liabilities that are recognized or disclosed at fair value on a
recurring basis. This standard clarifies how a company should measure the fair
value of liabilities and that restrictions preventing the transfer of a
liability should not be considered as a factor in the measurement of liabilities
within the scope of this standard. This standard is effective for the Company on
October 1, 2009. The Company does not expect the impact of its adoption to be
material to its financial statements.


7





In
October 2009, the FASB issued an amendment to the accounting standards related
to the accounting for revenue in arrangements with multiple deliverables
including how the arrangement consideration is allocated among delivered and
undelivered items of the arrangement. Among the amendments, this standard
eliminated the use of the residual method for allocating arrangement
considerations and requires an entity to allocate the overall consideration to
each deliverable based on an estimated selling price of each individual
deliverable in the arrangement in the absence of having vendor-specific
objective evidence or other third party evidence of fair value of the
undelivered items. This standard also provides further guidance on how to
determine a separate unit of accounting in a multiple-deliverable revenue
arrangement and expands the disclosure requirements about the judgments made in
applying the estimated selling price method and how those judgments affect the
timing or amount of revenue recognition. This standard, for which the Company is
currently assessing the impact, will become effective for the Company on January
1, 2011.





In
October 2009, the FASB issued an amendment to the accounting standards related
to certain revenue arrangements that include software elements. This standard
clarifies the existing accounting guidance such that tangible products that
contain both software and non-software components that function together to
deliver the product’s essential functionality, shall be excluded from the scope
of the software revenue recognition accounting standards. Accordingly, sales of
these products may fall within the scope of other revenue recognition standards
or may now be within the scope of this standard and may require an allocation of
the arrangement consideration for each element of the arrangement. This
standard, for which the Company is currently assessing the impact, will become
effective for the Company on January 1, 2011.




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 $259,001 and has
insufficient working capital to meet operating needs for the next twelve months
as of September 30, 2009, 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 September 30,
2009, and December 31, 2008.  There were no changes, issuances, or
repurchases during the period ended September 30, 2009.


8




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 (CD 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 September 30,
2010.  As of September 30, 2009, Lodestar has paid $50,000 to Claim
Lake Nickel, Inc. for mineral dispositions, and has the remaining $175,000 CD
dollars recorded as a liability in its financial statements, which was
translated to $163,125 US dollars as of September 30, 2009.




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,
2009 Balance Sheet were converted at the rate on September 30, 2009, which was
..93 US dollar for 1 Canadian dollar.  The Canadian dollars listed on
the Statements of Operations for the nine months ended September 30, 2009 were
converted at an average rate for the period which was .86 US dollar for 1
Canadian dollar.  The net effect of the conversion resulted in a
foreign currency translation loss of $19,960, which is recorded as other
comprehensive loss in the statement of operations for the nine month period
ended September 30, 2009.




NOTE
6 – SUBSEQUENT EVENTS




There
were no subsequent events through November 9, 2009.


9


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.  We raised $50,500 from
our  2008 offering.  Because of our low level of activity,
we believe it, together with the $30,000 received from Ian McKinnon, Chief
Executive Officer and Director, for the purchase of 3,000,000 shares, will last
until March, 2010.


10




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 CD dollars from our
offering in July, 2008.  We have used all 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.


11


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.




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, 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.




As part
of Lodestar’s plan to augment its financial resources and consider attractive
business opportunities, Lodestar’s principal stockholders have entered into
discussions with an unnamed, unaffiliated third party with respect to a
potential merger transaction which could result in the discontinuance of our
current operations, change of control/ownership and new
management.  There can be no assurance that a merger or other
significant transaction will be consummated with the third party, or if
consummated, that Lodestar or its stockholders would realize any benefits from
it.


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
nine month period ending September 30, 2009, as compared to the nine month
period ending September 30, 2008, there were no revenues as this company is in
the exploration stage.


12




For the
nine month period ending September 30, 2009, there were professional fees of
$9,987 and general and administrative expenses of $2,445.  For the
nine month period ending September 30, 2008, we had professional fees of
$5,000, and general and administrative expenses of
$1,566.   Professional fees for the nine month period ending
September 30, 2009 increased by 99% from the same period during
2008.  The professional fees are incurred as costs of the company to
file periodic reports with the SEC and will be consistent over the next twelve
months.  The general and administrative expenses are corporate records
expenses and will also be consistent over the next twelve months.





Liquidity and Capital
Resources




To meet
our need for cash we closed an equity offering and raised $50,500 CD
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
$259,001.  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.




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 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, 2009, our total assets were $73 and our total liabilities were
$163,578.




As part
of Lodestar’s plan to augment its financial resources and consider attractive
business opportunities, Lodestar’s principal stockholders have entered into
discussions with an unnamed, unaffiliated third party with respect to a
potential merger transaction which could result in the discontinuance of our
current operations, change of control/ownership and new
management.  There can be no assurance that a merger or other
significant transaction will be consummated with the third party, or if
consummated, that Lodestar or its stockholders would realize any benefits from
it.


13





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, 2009.  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.




As of
September 30, 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 September 30, 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.


14




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).


15





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).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


16




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: November
      10, 2009
                  /s/  Ian
      McKinnonIan
      McKinnon, Chief Executive Officer, Director,
                    Principal
      Executive Officer, Principal Financial
                    Officer,
      Principal Accounting Officer,
Treasurer


17