Attached files
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| EX-16.2 - PRESS RELEASE DATED DECEMBER 15, 2017 - Lode-Star Mining Inc. | exhibit_16-2.htm |
| EX-16.1 - LETTER FROM MALONEBAILEY REGARDING CHANGE IN CERTIFYING ACCOUNTANT - Lode-Star Mining Inc. | exhibit_16-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported)
December 15,
2017
Commission File
Number 000-53676
Lode-Star Mining, Inc.
(Exact
name of small business issuer as specified in its
charter)
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Nevada
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47-4347638
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(State
or other jurisdiction ofincorporation or organization)
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(I.R.S.
EmployerIdentification No.)
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1 East Liberty St.
Suite 600-Reno NV
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89501
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (775)234-5443
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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1
ITEM
4.01 CHANGES IN REGISTRANT’S CERTIFYING
ACCOUNTANT
On
December 14, 2017, Lode-Star Mining, Inc. (the
“Company”) informed MaloneBailey, LLP of Houston, Texas
(the current auditor (“MaloneBailey”) that they have
decided to change their independent registered public accounting
firm. MaloneBailey’s report on the financial statements for
the years ended December 31, 2015 and 2016 contained no adverse
opinion or disclaimer of opinion and was not qualified or modified
as to audit scope or accounting, except that the report contained
an explanatory paragraph stating that there was substantial doubt
about the Company’s ability to continue as a going
concern.
Through
the two year period covered by the financial statement audits for
the years ended December 31, 2015 and December 31, 2016 and the
subsequent interim period from January 1, 2017 through December 14,
2017, there have been no disagreements with MaloneBailey on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if
not resolved to the satisfaction of MaloneBailey would have caused
them to make reference thereto in their report on the financial
statements and (ii) no “reportable events” as defined
in Item 304(a)(1)(v) of Regulation S-K, except for MaloneBailey
having advised the Company that it
identified certain deficiencies in the internal control over
financial reporting that constitute a material weakness principally
due to the size of the Company’s existing personnel,
there are no significant levels of supervision, review nor are
there independent directors or a formal audit
committee.
We have
authorized MaloneBailey to respond fully to the inquiries of the
successor accountant.
On
December 14, 2017, the Company engaged Morgan & Company LLP
(“Morgan”) as its new independent registered public
accounting firm. During the years ended December 31, 2015 and 2016
and the subsequent interim period from January 1, 2017 through
December 14, 2017(the date Morgan was engaged), the Company did not
consult with Morgan regarding (i) the application of accounting
principles to a specified transaction, (ii) the type of audit
opinion that might be rendered on the Company’s financial
statements by Morgan, in either case where written or oral advice
provided by Morgan would be an important factor considered by us in
reaching a decision as to any accounting, auditing or financial
reporting issues or (iii) any other matter that was the subject of
a disagreement between us and our former auditor or was a
reportable event (as described in Items 304(a)(1)(iv) or Item
304(a)(1)(v) of Regulation S-K, respectively).
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
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Exhibit
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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Lode-Star Mining, Inc.
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Date:
December 15, 2017
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By:
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/s/ Mark Walmesley
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Mark
Walmesley
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Chief
Executive Officer
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3