UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2015

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 000-54405

 

 

 

STAR MOUNTAIN RESOURCES, INC

(Exact name of registrant as specified in its charter)

 

Nevada		90-0963619
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

605 W. Knox Rd., Suite 202, Tempe, AZ		85284
(Address of principal executive offices)		(Zip Code)

 

(702) 933-0808

(Registrant’s telephone number, including area code)

 

Not applicable.

(Former Name, former address and former fiscal year, if changed since last report)

 

Copies of Communications to:

Laura Anthony, Esq.

Legal& Compliance, LLC

330 Clematis Street, Suite 217

West Palm Beach, FL 33401

(561) 514-0936

Fax (561) 514-0832

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [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 [X] 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 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]
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

The number of shares of Common Stock, $0.001 par value, issued and outstanding on May 8, 2015, was 17,223,729 shares.

 

 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements		F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		6
Item 4.	Controls and Procedures		6
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		6
Item 1A.	Risk Factors		7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		7
Item 3.	Defaults Upon Senior Securities		7
Item 4.	Mine Safety Disclosures		7
Item 5.	Other Information		7
Item 6.	Exhibits		8
Signatures			10

 

 

FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include forward-looking statements. These forward looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including but not limited to: variability of our future revenues and financial performance; risks associated with product development and technological changes; the acceptance of our products in the marketplace by potential future customers; general economic conditions. You should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

 

CAUTIONARY STATEMENT REGARDING MINERALIZED MATERIAL

 

“Mineralized material” as used in this quarterly report on Form 10-Q, although permissible under the United States Securities and Exchange Commission’s (“SEC”) Industry Guide 7, does not indicate “reserves” by SEC standards. We cannot be certain that any deposits from the Star Mountain/Chopar Mine or the Ogden Bay Wildlife Management Area in Weber County, Utah will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves”. Investors are cautioned not to assume that all or any part of the disclosed mineralized material estimates will ever be confirmed or converted into reserves or that mineralized material can be economically or legally extracted.

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

STAR MOUNTAIN RESOURCES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		Mar 31, 2015
		(unaudited)				Dec 31, 2014
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	36,320			$	45,990
Prepaid expenses			8,954				15,725
Deposits			150				150
Total current assets			45,424				61,865
Property & equipment, net			76,815				78,266
Mineral rights			24,270				24,270
Surety bond			24,325				24,325
TOTAL ASSETS		$	170,834			$	188,726
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	341,148			$	259,991
Accounts payable - related party			44,600				38,125
Accrued compensation			10,000				-
Loans payable - related party			266,588				253,572
Stipulated agreement liability, related party			79,272				79,272
Total current liabilities			741,608				630,960
Total Liabilities			741,608				630,960
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, authorized 50,000,000 shares, $.001 par value 0 issued and outstanding			-				-
Common stock, authorized 350,000,000 shares, $.001 par value, 17,223,729 and 17,969,729 shares issued and outstanding, respectively			17,224				17,970
Common stock subscribed			25,000				-
Additional paid in capital			7,665,661				7,377,627
Accumulated deficit			(8,278,659	)			(7,837,831	)
Total Stockholder’s Equity (Deficit)			(570,774	)			(442,234	)
TOTAL LIABILITIES AND  STOCKHOLDERS’ EQUITY (DEFICIT)		$	170,834			$	188,726

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 

STAR MOUNTAIN RESOURCES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

		Three Months Ended
		Mar 31, 2015				Mar 31, 2014
OPERATING EXPENSES
Executive compensation		$	130,000			$	24,000
Exploration and development costs			66,896				21,722
General and administrative			228,604				531,160
General and administrative - related party			6,300				-
Total Operating Expenses			431,800				576,882
Loss from Operations			(431,800	)			(576,882	)
OTHER EXPENSES
Interest expense, related party			(7,736	)			-
Interest expense			(1,192	)			(164,693	)
Loss before Income Taxes			(440,728	)			(741,575	)
State tax expense			(100	)			-
NET LOSS		$	(440,828	)		$	(741,575	)
Basic Loss Per Share		$	(0.03	)		$	(0.02	)
Weighted Average Number of Common Shares Outstanding			17,419,507				40,903,862

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 

STAR MOUNTAIN RESOURCES INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

 

		Three Months Ended
		Mar 31, 2015				Mar 31, 2014
Cash flows from operating activities
Net loss		$	(440,828	)		$	(741,575	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			1,452				5,070
Shares issued for services			60,000				455,000
Stock options			85,288				-
Contributed capital			121,500				-
Amortization of debt discount			-				126,968
Changes in operating assets and liabilities
Prepaid expenses			6,770				11,857
Accounts payable and accrued expenses			76,921				(60,240	)
Accounts payable - related party			6,475
Accrued interest			4,236				36,267
Accrued compensation			10,000				(4,000	)
Contract payable			-				(16,906	)
Stipulated agreement liability, related party			-				(12,500	)
Net cash used in operating activities			(68,186	)			(200,059	)
Cash flows from investing activities
Advances to related party shareholder			-				(163,425	)
Net cash used in investing activities			-				(163,425	)
Cash flows from financing activities
Proceeds from issuance of convertible debt			-				500,000
Proceeds from issuance of common stock			20,500				-
Advances from related party shareholders			13,016				-
Common stock subscribed			25,000				-
Net cash provided by financing activities			58,516				500,000
Net increase (decrease) in cash			(9,670	)			136,516
Cash, beginning of year			45,990				79
Cash, end of period		$	36,320			$	136,595
Supplemental Information:
Cash paid for:
Taxes		$	100			$	-
Interest Expense		$	-			$	-
Non-cash investing and financing activities
Warrants issued with convertible debt		$	-			$	298,989

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 

STAR MOUNTAIN RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

Star Mountain Resources, Inc., formerly Jameson Stanford Resources Corporation (the “Company”) is a minerals exploration company focused on acquiring and consolidating mining claims, mineral leases, producing mines, and historic mines with production and future growth potential identified through our exploration efforts. Our operations are focused on the initiation, production and expansion of our acquired mineral resources in the Star Mountain Mining District, Beaver County, Utah and turning them into producing assets. The Company has not established proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study for our mineral rights. Furthermore, the Company has no plans to establish proven or probable reserves for any of our mineral rights.

 

The Company was incorporated on June 2, 2009 in Nevada initially as MyOtherCountryClub.com for the purpose of developing a website that would offer reciprocal golf privileges, and other related services, to members of private country clubs throughout the United States.

 

On October 29, 2012, Jameson Stanford Resources Corporation merged with Bolcán Mining Corporation (the “Merger”). Prior to the Merger, the Company was a publicly traded shell company with no business operations. The shell company was originally incorporated under the laws of the state of Nevada in 2009 as MyOtherCountryClub.com for the purpose of developing a website that would offer reciprocal golf privileges, and other related services, to members of private country clubs throughout the United States.

 

Effective December 15, 2014, the name of the Company was changed to Star Mountain Resources, Inc. to reflect its primary focus to explore and conduct pre-extraction activities for mineral rights it holds in the Star Mining District. In addition, the Company increased its authorized capital stock from 350,000,000 shares to 400,000,000 shares, of which 350,000,000 will be common stock and 50,000,000 will be preferred stock. The increase in capital stock is intended to allow the Company to issue capital stock with respect to corporate opportunities without delay.

 

NOTE 2 – GOING CONCERN

 

The financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses of $8,278,659 as of the period ended March 31, 2015. Further losses are anticipated in the development of its business.

 

The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations and cash flows in the near-term future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations. Management plans to finance the Company’s operating costs as necessary over the next twelve months with advances from owners and directors, and the private placement of the Company’s equity ownership. If management is unsuccessful in these efforts, discontinuance of operations is possible. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting and Presentation

 

The Company is in the exploration stage and its primary activities to date have included conducting research and exploration, developing markets for its products, securing strategic alliances, recruiting personnel and obtaining financing. The interim financial information of the Company as of the periods ended March 31, 2015 and March 31, 2014 is unaudited. The balance sheet as of December 31, 2014 is derived from audited financial statements. The accompanying financial statements have been prepared in accordance with U.S. generally accepted principles for interim financial statements. The accounting policies followed for quarterly financial reporting conform to the accounting policies disclosed in ASU 2014-10. In the opinion of management, all adjustments which are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2015. The unaudited financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2014.

 

  

NOTE 4 – MINERAL RIGHTS

 

At March 31, 2015, the Company had certain mining claims, mineral leases and excavation rights for mining projects located in Star Mining District in Beaver County, Utah and Ogden Bay Wildlife Management Area in Weber County, Utah. These mineral rights were acquired through staking and purchase, lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of minerals excavated from these properties. The Company has not established proven or probable reserves on any of its mineral projects and no minerals have been extracted from these properties as of March 31, 2015. Capitalized cost of mineral rights was $24,270 as of March 31, 2015.

 

NOTE 5 – TRANSACTIONS WITH RELATED PARTIES

 

During the period ended March 31, 2015, related parties contributed services that were valued at $121,500. This was recorded in the Statements of Operations and Additional Paid in Capital on the Balance Sheet.

 

At the period ended March 31, 2015, the Company owed a related party $266,588. The Company recorded $7,736 interest expense for this loan payable.

 

note 6 – stipulated Agreement LIABILITY, RELATED PARTY

 

The Company entered into an agreement with Michael Christiansen (“Christiansen”), a former officer of the Company on August 13, 2013 (the “Stipulated Agreement”) to pay Christiansen $123,272 (the “Amount Due”) relating to a promissory note, accrued compensation and out-of-pocket expenses incurred on behalf of the Company. The Amount Due was agreed to be paid as follows: $10,500 on or before August 15, 2013; $10,500 on or before September 15, 2013; $10,500 on or before October 15, 2013; and the balance in installments of $15,000 beginning on the earlier of (a) the first day of the month following the date on which the Company receives at least three million dollars ($3,000,000) of equity funding, or (b) December 31, 2014. The payment of this stipulated agreement is in default. Subject to completion of the payments due under the agreement, the parties agreed to release certain claims against each other related to or arising in connection with the matters that gave rise to our agreement to pay the Amount Due. During the year ended December 31, 2014, the Company made payments of $12,500. At the period ending March 31, 2015, the remaining liability of $79,272 is recorded as Stipulated Agreement Liability in the accompanying financial statements.

 

NOTE 7 – CONTRACTS AND LEASE COMMITMENTS

 

Office Leases

 

The corporate office of the Company is located at 605 W. Knox Rd., Suite 202, Tempe, Arizona. These facilities are furnished rent free by one of the Company’s shareholders. An imputed rent expense of $500 per month is recorded to the Statements of Operations and recorded as Additional Paid in Capital on the Balance Sheet.

 

Employment Contract

 

On February 11, 2015, the Board of Directors of the Company appointed Mark Osterberg to serve as the Company’s President and Chief Operating Officer effective March 1, 2015. In connection with his appointment, Mr. Osterberg entered into an employment agreement dated as of February 11, 2015 (the “Employment Agreement”) with the Company pursuant to which he will receive an annual salary of $120,000 and annual bonuses of one-half percent of the Company’s gross sales, up to a maximum of 25% of Mr. Osterberg’s salary (“Incentive Compensation”). In addition, Mr. Osterberg is entitled to receive a one-time signing bonus of 50,000 shares of the Company’s common stock. The Company also granted Mr. Osterberg an option (the “Option”) to purchase 250,000 shares of the Company’s common stock with an exercise price of $0.50 per share. The option vests with respect to 50,000 shares upon execution of the Employment Agreement. With respect to the remaining 200,000 shares, the option vests at the rate of 50,000 shares upon the close of each fiscal quarter from and commencing on the close of the first fiscal quarter from and after the date of the Employment Agreement. Mr. Osterberg is eligible to participate in the Company’s standard benefit programs for senior management.

 

In the event of a Change of Control (as hereinafter defined), Mr. Osterberg will receive Incentive Compensation and a lump sum payment of his salary representing two months’ salary. In addition, the Option will be deemed to be fully vested. For purposes of the Employment Agreement, “Change in Control” means: (i) a merger or consolidation in which securities possessing more than 75% of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction in a transaction approved by the stockholders, or the sale, transfer, or other disposition of more than 75% of the total combined voting power of the Company’s outstanding securities to a person or persons different from the persons holding those securities immediately prior to such transaction; or (ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets in complete liquidation or dissolution of the Company other than in connection with a transaction described in clause (i) above, and other than in connection with a bankruptcy petition by the Company.

 

  

In connection with entry into the Employment Agreement, Mr. Osterberg also executed a non-disclosure and invention and copyright assignment agreement.

 

NOTE 8 – EQUITY TRANSACTIONS

 

On February 2, 2015, the Company cancelled 910,000 shares of common stock previously issued to Michael Stanford pursuant to a court order issued in connection with the Company’s lawsuit against Mr. Stanford. These shares were valued at par value $0.001. See Note 9 – Legal Proceedings.

 

On March 1, 2015, the Company issued 50,000 shares of common stock pursuant to the employment agreement for the President. These shares were valued at $1.20 per share. See Note 7 – Contracts and Lease Agreements.

 

On March 17, 2015, the Company issued 114,000 shares of its common stock in exchange for payment of $20,500 and a mutual release of a claim by an investor. The investor claimed to have purchased and paid for 32,000 shares of the Company’s unregistered common stock in November 2013 but did not receive the shares purchased.

 

Stock Options

 

Effective March 1, 2015, as part of an employment agreement, an option was granted to purchase 250,000 shares of the Company’s common stock with an exercise price of $0.50 per share. The option vests with respect to 50,000 shares upon execution of the Employment Agreement. With respect to the remaining 200,000 shares, the option vests at the rate of 50,000 shares upon the close of each fiscal quarter from and commencing on the close of the first fiscal quarter from and after the date of the Employment Agreement. The Company valued the issuance of these options using the Black Scholes valuation model assuming a maturity of 2.7 years, 0.896% risk free rate and an 88.83% volatility. At the period ended March 31, 2015, the vested value of the option was $85,288. This was recorded as stock compensation expense.

 

The following is a summary of the status of all Company’s stock options as of March 31, 2015 and changes during the three months ended on that date:

 

		Number				Weighted
		of Stock				Average
		Options				Exercise Price
Outstanding at January 1, 2015			0			$	-
Granted			250,000			$	0.50
Exercised			0			$	-
Cancelled			0			$	-
Outstanding at March 31, 2015			250,000			$	0.50
Options exercisable at March 31, 2015			100,000			$	0.50

 

NOTE 9 – LEGAL PROCEEDINGS

 

In connection with our litigation involving Michael Stanford in which the Fifth District Court of Beaver County (Civil Case No. 140500023) awarded us a judgment against Mr. Stanford as previously disclosed, the court issued a further order on February 2, 2015 authorizing us to cancel 910,000 shares of our common stock previously issued to Mr. Stanford. This cancellation of shares was in addition the 25 million shares that Mr. Stanford returned to the Company and cancelled by us on September 22, 2014. The 910,000 shares were cancelled on February 2, 2015.

 

We are evaluating what future legal proceedings we may pursue in order to collect money damages of approximately $23,494,700 awarded to us pursuant to the judgment awarded to us in this case. Our ability to collect any further amounts on the judgment is, however, inherently unpredictable and is subject to significant uncertainties and, therefore, determining the likelihood of a recovery and/or the measurement of any recovery is complex. Consequently, we are unable to estimate the range of reasonably possible further recovery. Our assessment is based on an estimate and assumption that has been deemed reasonable by management, but the assessment process relies heavily on an estimate and assumption that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change that estimate and assumption.

 

Other than as set forth above, we are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, that may materially affect us.

 

  

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

THE COMPANY

 

Overview

 

We are a minerals exploration company focused on acquiring and consolidating mining claims, mineral leases, producing mines, and historic mines with production and future growth potential identified through our exploration efforts. Our operations are focused on the initiation, production and expansion of our acquired mineral resources in the Star Mountain Mining District, Beaver County, Utah and turning them into producing assets.

 

Projects

 

With respect to our current projects discussed below, inferred reserve calculations have not established proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of pre-feasibility or feasibility studies for our mineral rights. Furthermore, at the present time, we have not established a program of further exploration and engineering to establish proven or probable reserves for any of our mineral rights, and, as such, investors are cautioned that inferred reserve calculations may not be indicative of an economically recoverable resource. We cannot assure shareholders that proven or probable reserves will ever be proven to exist in any of our project areas.

 

Our current active projects include:

 

Star Mountain/Chopar (Star Mining District) - The Star Mountain/Chopar project consists of 116 lode-mining claims and four metalliferous mineral leases located in the Star Mountain range in the Star Mining District, in Beaver County, Utah, approximately five miles west of Milford, Utah. The Star Mountain/Chopar project involves a total area of 3,730 acres. Through the date of this annual report on Form 10-K, the Company has conducted geological analysis, magnetic geophysical studies, and a limited reverse circulation and core drilling exploration program. Based on preliminary results from an independent firm of geologists and geophysicists, the Company has resolved to engage in further substantive field evaluations, geophysical reviews, and drilling, in order to ascertain the nature and extent of the inferred mineralization at this site. In October 2014, the Company’s third-party geology and geophysical consultants commenced on-site work in order to provide the data necessary to compile a preliminary economic assessment study of our mineral rights in the project area. We expect to receive the results of such study in mid-2015.

 

Ogden Bay Minerals - Ogden Bay Minerals is a mineral excavation project on federal protected wetlands, canals and river systems across 25 square miles of land area known as North Delta, located in West Ogden, Utah. The Company was commissioned by the State of Utah, Division of Natural Resources, USDA Natural Resources Conservation Service and Weber County Emergency Management to restore habitat, repair damage, dredge silt and sand and remove debris from the Weber River. Our excavation and harvesting rights are maintained through easement rights obtained from Weber County and a special use river/stream alteration permit as part of a State of Utah/Weber County flood mitigation project. The project area may contain alluvial heavy mineral deposits. The presence of heavy mineral deposits of potential economic interest has not yet been determined and significant testing will be required in order to determine if such deposits exist and if processing is economically viable and warranted. The Company intends to commence definition and engineering studies in the second quarter of 2015 to determine the economic feasibility of the Ogden Bay Minerals project.

 

Products

 

Subject to satisfactory engineering and geophysical results and access to sufficient capital, we intend to develop our project mining claims, mineral leases and excavation rights to produce the following specialized mining products:

 

Copper Ore with Precious Metals Component - Hard rock mineralized material will be drilled, blasted, excavated and hauled, then crushed and classified to customer specifications. We will deliver this product on-demand or just in time to customers on a 24/7 schedule, utilizing truck and pup combos for local deliveries, and rail for regional deliveries. The Union Pacific Railroad main line from Los Angeles to Ogden, Utah, is routed through Milford, Utah, approximately five miles east of our Star Mountain project site.

 

Mined Mineral Concentrates - Finely divided particles from hard rock mining and recovery operations containing significant enrichments of silver and gold will be upgraded by gravity concentrating methods to contain a minimum 3,000 grams of precious metals per ton of concentrate. Mineral concentrate products are dried, bagged, and shipped to customers.

 

Outlook

 

We are evaluating additional opportunistic acquisitions in the mining industry to supplement our existing projects.

 

 

Results of Operations for the three months ended March 31, 2015 and March 31, 2014

 

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this Quarterly Report.

 

Revenue. No revenue was generated for the three months ended March 31, 2015 and March 31, 2014.

 

Cost of revenue. The cost of revenue for the three months ended March 31, 2015 and March 31, 2014 was zero.

 

Operating Expenses. Operating expenses were $431,800 and $576,882 for the three months ended March 31, 2015 and March 31, 2014, respectively. The decrease is due to reduction in professional fees offset by an increase in executive compensation.

 

Operating Loss. The operating loss was $431,800 and $576,882 for the three months ended March 31, 2015 and March 31, 2014, respectively. The decrease is due to reduction in professional fees offset by an increase in executive compensation.

 

Interest Expense. Interest expense, including interest expense–related parties, was $8,928 and $164,693 for the three months ended March 31, 2015 and March 31, 2014, respectively. The decrease was related to reduction in costs from the issuance of convertible notes.

 

Net Loss. Our net loss was $440,828 and $741,575 for the three months ended March 31, 2015 and March 31, 2014, respectively. The decrease is due to reduction in professional fees offset by an increase in executive compensation and a reduction in interest expense related to issuance of convertible debt.

 

Liquidity and Capital Resources

 

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. The Company had cash of $36,320 and $45,990 as of March 31, 2015 and December 31, 2014, respectively.

 

At March 31, 2015 and December 31, 2014, current liabilities exceeded current assets creating negative working capital balances of $696,184 and $569,095, respectively.

 

Net cash used in operating activities was $68,186 and $200,059 for the three months ended March 31, 2015 and March 31, 2014, respectively.

 

Net cash used in investing activities was $0 and $163,425 for the three months ended March 31, 2015 and March 31, 2014, respectively.

 

Net cash provided from financing activities was $58,516 and $500,000 for the three months ended March 31, 2015 and March 31, 2014, respectively. The Company had total assets at March 31, 2015 of $170,834.

 

Cash Requirements

 

We do not have sufficient liquidity to satisfy our cash requirements for the next twelve months which will require us to raise additional equity and /or debt capital in order to implement our business strategy. We intend to develop a significant capital investment program to scale our production capacity which will require us to raise additional debt or equity capital. Any issuance of equity securities will result in dilution to our stockholders. Issuance of debt or convertible securities could also involve substantial dilution to our stockholders or operational and financial covenants that might inhibit our ability to follow our business plan. Additional financing may not be available in amounts or on terms acceptable to us or at all. If we are unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned exploration activities which could harm our financial conditions and operating results.

 

We do not currently have any contractual restrictions on our ability to incur debt and, accordingly, we could incur significant amounts of indebtedness to finance operations. Any such indebtedness could contain covenants which would restrict our operations.

 

Related Party Transactions

 

At the periods ended March 31, 2015 and December 31, 2014, the Company owed to a related party $266,588 and $253,572, respectively. For the period ended March 31, 2014, the Company recorded $7,736 interest expense-related party for the debt.

 

During the period ended March 31, 2015, related parties contributed services valued at $121,500. This was recorded in the Statements of Operations and Additional Paid in Capital on the Balance Sheet.

 

  

Off-Balance Sheet Arrangements

 

There are no 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

 

As a “smaller reporting company”, we are not required to provide the information under Item 3.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls as of the end of the period covered by this report, March 31, 2015. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Joseph Marchal and our Interim Chief Financial Officer, Donna S. Moore, the certifying officers. Based upon that evaluation, our Certifying Officers concluded that as of the end of the period covered by this report, March 31, 2015, our disclosure controls and procedures are ineffective in timely alerting management to material information relating to us and required to be included in our periodic filings with the Securities and Exchange Commission (the “Commission”).

 

Our certifying officers further concluded that our disclosure controls and procedures are ineffective to ensure that information required to be disclosed by the issuer in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and are also ineffective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow time for decisions regarding required disclosure.

 

Based on the evaluation described above, our certifying officers have concluded that, as of March 31, 2015, our disclosure controls and procedures were not effective because we did not maintain effective controls over certain aspects of the financial reporting process because we lacked a sufficient complement of accounting personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and there was an inadequate segregation of duties.

 

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

 

Our management, including our Chief Executive Officer and our Interim Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

 

Changes in Internal Controls Over Financial Reporting

 

There were no changes in the Company’s internal controls over financial reporting identified in connection with the evaluation of our controls performed during the three months ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

Michael Stanford Litigation

 

In connection with our litigation involving Michael Stanford in which the Fifth District Court of Beaver County (Civil Case No. 140500023) awarded us a judgment against Mr. Stanford as previously disclosed, the court issued a further order on February 2, 2015 authorizing us to cancel 910,000 shares of our common stock previously issued to Mr. Stanford. This cancellation of shares was in addition the 25 million shares that Mr. Stanford returned to the Company and cancelled by us on September 22, 2014. The 910,000 shares were cancelled on February 2, 2015.

 

  

We are evaluating what future legal proceedings we may pursue in order to collect money damages of approximately $23,494,700 awarded to us pursuant to the judgment awarded to us in this case. Our ability to collect any further amounts on the judgment is, however, inherently unpredictable and is subject to significant uncertainties and, therefore, determining the likelihood of a recovery and/or the measurement of any recovery is complex. Consequently, we are unable to estimate the range of reasonably possible further recovery. Our assessment is based on an estimate and assumption that has been deemed reasonable by management, but the assessment process relies heavily on an estimate and assumption that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change that estimate and assumption.

 

Other than as set forth above, we are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, that may materially affect us.

 

ITEM 1A. RISK FACTORS.

 

As a “smaller reporting company”, we are not required to provide disclosure under this Item 1A.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

On March 1, 2015, the Company issued 50,000 shares of its common stock valued at $1.20 per share to Mark Osterberg as compensation under the terms of his employment agreement with the Company.

 

On March 17, 2015, the Company issued 114,000 shares of its common stock in exchange for payment of $20,500 and a mutual release of a claim by an investor. The investor claimed to have purchased and paid for 32,000 shares of the Company’s unregistered common stock in November 2013 but did not receive the shares purchased.

 

These shares of our common stock were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). In addition, the recipients of our shares were sophisticated investors and had access to information normally provided in a prospectus regarding us. In addition, the recipients of these shares had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since they agreed to allow us to include a legend on the shares stating that such shares are restricted pursuant to Rule 144 of the Securities Act. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act for the above transaction.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. At this time, we have no safety violations, orders, citations, related assessments or legal actions, or mining-related fatalities to report.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

  

ITEM 6. EXHIBITS.

 

Exhibit Number		Description of Exhibit
2.1		Acquisition Agreement and Plan of Merger dated May 7, 2012 by and among the Company, JSR Sub Co and Bolcán Mining Corporation (Incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the SEC on November 2, 2012).
2.1(a)		Acquisition Agreement and Plan of Merger Extension Agreement dated July 24, 2012 (Incorporated by reference to Exhibit 2.1(a) to the Company’s current report on Form 8-K filed with the SEC on November 2, 2012).
2.1(b)		Acquisition Agreement and Plan of Merger Extension Agreement dated October 24, 2012 (Incorporated by reference to Exhibit 2.1(b) to the Company’s current report on Form 8-K filed with the SEC on November 2, 2012).
3.1		Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 11, 2010).
3.2		Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 11, 2010).
3.3		Certificate of Amendment to Articles of Incorporation as filed with the Secretary of State of Nevada. (Incorporated by reference to Exhibit 3.3 to the Company’s current report on Form 8-K as filed with the SEC on December 12, 2014).
10.1		Asset Purchase Agreement between The Bolcán Group LLC and Bolcán Mining Corporation effective June 30, 2012 (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on November 2, 2012).
10.2		12% Convertible Redeemable Promissory Note dated August 19, 2013 between Jameson Stanford Resources Corporation and Joseph Marchal (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K as filed with the SEC on August 29, 2013).
10.3		Pledge and Security Agreement dated August 19, 2013 between Jameson Stanford Resources Corporation and Joseph Marchal (Incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K as filed with the SEC on August 29, 2013).
10.4		Common Stock Purchase Warrant dated August 19, 2013 between Jameson Stanford Resources Corporation and Joseph Marchal (Incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K as filed with the SEC on August 29, 2013).
10.5		Amendment to Convertible Redeemable Promissory Note and Pledge Agreement dated October 18, 2013 between Jameson Stanford Resources Corporation and Joseph Marchal (Incorporated by reference to Exhibit 10.5 to the Company’s current report on Form 8-K as filed with the SEC on October 24, 2013).
10.6		12% Convertible Redeemable Promissory Note dated October 18, 2013 between Jameson Stanford Resources Corporation and Edward F. Brogan (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K as filed with the SEC on October 24, 2013).
10.7		Pledge and Security Agreement dated October 18, 2013 between Jameson Stanford Resources Corporation and Edward F. Brogan (Incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K as filed with the SEC on October 24, 2013).
10.8		Common Stock Purchase Warrant dated October 18, 2013 between Jameson Stanford Resources Corporation and Edward F. Brogan (Incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K as filed with the SEC on October 24, 2013).
10.9		Subscription Agreement accepted on October 18, 2013 between Jameson Stanford Resources Corporation and Edward F. Brogan (Incorporated by reference to Exhibit 10.4 to the Company’s current report on Form 8-K as filed with the SEC on October 24, 2013).

 

  

10.10		Mutual Release, Non-Disparagement, Stock Cancellation and Non-Solicitation Agreement between Jameson Stanford Resources Corporation, Joseph Marchal, Gregg Johnson and Robbie S. Chidester dated September 24, 2014. (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K as filed with the SEC on September 26, 2014).
10.11		Agreement of Mutual Understanding and Settlement between Jameson Stanford Resources Corporation and Donald Sutherland dated September 18, 2014. (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K as filed with the SEC on October 1, 2014).
10.12		Form of Amendment to Common Stock Purchase Warrant dated October 27, 2014. (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K as filed with the SEC on October 29, 2014).
10.13		Employment Agreement by and between Star Mountain Resources, Inc. and Mark Osterberg dated as of February 11, 2015 (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K as filed with the SEC on February 17, 2015).†
31.1		Rule 13a-14(a)/15d-14(a) Certification of President and Chief Operating Officer*
31.2		Rule 13a-14(a)/15d-14(a) Certification of Interim Chief Financial and Accounting Officer*
32.1		Section 1350 Certification of President and Chief Operating Officer*
32.2		Section 1350 Certification of Interim Chief Financial and Accounting Officer*
101.INS		XBRL INSTANCE DOCUMENT**
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA**
101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE**
101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE**
101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE**
101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE**

 

* Filed herewith.

 

† Management contract or compensatory plan or arrangement.

 

** The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

 

 

SIGNATURE

 

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

 

	Star Mountain Resources, Inc.
Date: May 8, 2015	By:	/s/ Joseph Marchal
		Joseph Marchal
		Chief Executive Officer
		(Principal Executive Officer)
Date: May 8, 2015	By:	/s/ Donna S Moore
		Donna S. Moore
		Interim Chief Financial Officer
		(Principal Financial and Accounting Officer)