U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2009
Commission File Number 333-150385
GREEN STAR MINING CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
Room 42, 4th Floor, New Henry House, 10 Ice Street, Central, Hong Kong
(Address of principal executive offices, including zip code)
(00852) 2810 7822
(Telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 last 90 days. 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
the definitions of "large accelerated filer," "accelerated filer,"
"non-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 or the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 12,500,000 shares as of January 8,
2010.
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the 3 months ended November
30, 2009, prepared by the company, immediately follow.
Green Star Mining, Corp.
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
November 30, February 28,
2009 2009
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 1,913 $ 18,313
-------- --------
TOTAL CURRENT ASSETS 1,913 18,313
-------- --------
TOTAL ASSETS $ 1,913 $ 18,313
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ -- $ --
-------- --------
TOTAL CURRENT LIABILITIES -- --
-------- --------
TOTAL LIABILITIES -- --
-------- --------
STOCKHOLDERS' EQUITY
Common stock, ($0.0001 par value, 100,000,000 shares authorized;
2,500,000 and 2,500,000 shares issued and outstanding as of
November 30, 2009 and February 28, 2009 respectively 250 250
Additional paid-in capital 39,750 39,750
Deficit accumulated during exploration stage (38,087) (21,687)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 1,913 18,313
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 1,913 $ 18,313
======== ========
See Notes to Financial Statements
2
Green Star Mining Corp.
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
January 22, 2008
Three Months Three Months Nine Months Nine Months (inception)
Ended Ended Ended Ended through
November 30, November 30, November 30, November 30, November 30,
2009 2008 2009 2008 2009
---------- ---------- ---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES -- -- -- -- --
GENERAL & ADMINISTRATIVE EXPENSES 3,510 2,682 16,400 10,195 38,087
---------- ---------- ---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES (3,510) (2,682) (16,400) (10,195) (38,087)
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (3,510) $ (2,682) $ (16,400) $ (10,195) $ (38,087)
========== ========== ========== ========== ==========
BASIC EARNING (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.01) $ (0.01)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,500,000 2,500,000 2,500,000 1,980,000
========== ========== ========== ==========
See Notes to Financial Statements
3
Green Star Mining Corp.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
from January 22, 2008 (Inception) through November 30, 2009
--------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, JANUARY 22, 2008 -- $ -- $ -- $ -- $ --
Stock issued for cash on January 25, 2008
@ $0.01 per share 1,500,000 150 14,850 15,000
Net loss, February 29, 2008 (9,000) (9,000)
---------- ------- -------- -------- --------
BALANCE, FEBRUARY 29, 2008 1,500,000 150 14,850 (9,000) 6,000
========== ======= ======== ======== ========
Stock issued for cash on July 22, 2008
@ $0.025 per share 1,000,000 100 24,900 25,000
Net loss, February 29, 2008 (12,687) (12,687)
---------- ------- -------- -------- --------
BALANCE, FEBRUARY 29, 2008 2,500,000 250 39,750 (21,687) 18,313
========== ======= ======== ======== ========
Net loss, May 31, 2009 (5,365) (5,365)
---------- ------- -------- -------- --------
BALANCE, MAY 31, 2009 2,500,000 250 39,750 (27,052) 12,948
========== ======= ======== ======== ========
Net loss, August 31, 2009 (7,525) (7,525)
---------- ------- -------- -------- --------
BALANCE, AUGUST 31, 2009 2,500,000 250 39,750 (34,577) 5,423
========== ======= ======== ======== ========
Net loss, November 30, 2009 (3,510) (3,510)
---------- ------- -------- -------- --------
BALANCE, NOVEMBER 30, 2009 2,500,000 $ 250 $ 39,750 $(38,087) $ 1,913
========== ======= ======== ======== ========
See Notes to Financial Statements
4
Green Star Mining Corp.
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
January 22, 2008
Nine Months Nine Months (inception)
Ended Ended through
November 30, November 30, November 30,
2009 2008 2009
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(16,400) $(10,195) $(38,087)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Increase(Decrease) Accounts Payable -- (9,000) --
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (16,400) (19,195) (38,087)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- 100 250
Additional paid-in capital -- 24,900 39,750
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 25,000 40,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (16,400) 5,805 1,913
CASH AT BEGINNING OF PERIOD 18,313 15,000 --
-------- -------- --------
CASH AT END OF PERIOD $ 1,913 $ 20,805 $ 1,913
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
5
Green Star Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2009
--------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Green Star Mining Corp. (the Company) was incorporated under the laws of the
State of Delaware on January 22, 2008. The Company was formed to engage in the
acquisition, exploration and development of natural resource properties.
The Company is in the exploration stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
The Company has not commenced operations.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a February 28, year-end.
BASIC EARNINGS (LOSS) PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective January 22, 2008 (date of
inception).
Basic net earnings (loss) per share amounts are computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.
6
Green Star Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2009
--------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), "Accounting for Income Taxes". A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting and net operating loss carryforwards. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities. SFAS 161 is intended to improve financial
reporting about derivative instruments and hedging activities by requiring
enhanced disclosures to enable investors to better understand their effects on
an entity's financial position, financial performance, and cash flows. SFAS 161
achieves these improvements by requiring disclosure of the fair values of
derivative instruments and their gains and losses in a tabular format. It also
provides more information about an entity's liquidity by requiring disclosure of
derivative features that are credit risk-related. Finally, it requires
cross-referencing within footnotes to enable financial statement users to locate
important information about derivative instruments. SFAS 161 will be effective
for financial statements issued for fiscal years and interim periods beginning
on March 1, 2009, will be adopted by the Company beginning in the first quarter
of 2009. The Company does not expect there to be any significant impact of
adopting SFAS 161 on its financial position, cash flows and results of
operations.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" ("SFAS 162"). The statement identifies the sources of
accounting principles and establishes a hierarchy for selecting those principles
to prepare financial statements in accordance with U.S. GAAP. The statement is
effective 60 days following the SEC's approval of the Public Fund Accounting
Oversight Board (PCAOB) amendments to AU Section 411, "The Meaning of Present
Fairly in Conformity with Generally Accepted Accounting Principles." The Company
7
Green Star Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2009
--------------------------------------------------------------------------------
is currently evaluating the impact of SFAS 162, but does not expect the adoption
of the pronouncement will have a material impact on its financial position,
results of operation, or cash flows.
In May of 2008, FASB issued SFASB No. 163, "Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60". The scope of
the statement is limited to financial guarantee insurance (and reinsurance)
contracts. The pronouncement is effective for fiscal years beginning after
December 31, 2008. The Company does not believe this pronouncement will impact
its financial statements.
In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, INTERIM DISCLOSURES
ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS ("FSP FAS 107-1 and APB 28-1"). FSP
FAS 107-1 and APB 28-1 amend FASB Statement No. 107, DISCLOSURES ABOUT FAIR
VALUE OF FINANCIAL INSTRUMENTS, to require disclosures about fair value of
financial instruments in interim as well as in annual financial statements. FSP
FAS 107-1 and APB 28-1 also amend APB Opinion No. 28, INTERIM FINANCIAL
REPORTING, to require those disclosures in all interim financial statements. The
adoption of these standards had no impact on our financial position or results
of operations.
In May 2009, the FASB issued SFAS 165, "Subsequent Events." SFAS 165 establishes
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued. SFAS 165 sets forth the period after the balance sheet
date during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements, the circumstances under which an entity should recognize
events or transactions occurring after the balance sheet date in its financial
statements, and the disclosures that an entity should make about events or
transactions that occurred after the balance sheet date. In accordance with SFAS
165, an entity should apply the requirements to interim or annual financial
periods ending after June 15, 2009. SFAS 165 should not result in significant
changes in the subsequent events that an entity reports - either through
recognition or disclosure - in its financial statements. The adoption of this
statement did not have a material impact on the Company's recognition or
disclosure of subsequent events. The Company has performed an evaluation of
subsequent events through August 4, 2009, which is the date the financial
statements were issued.
In June 2009, the FASB issued SFAS 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162." SFAS 168 identifies the sources of
accounting principles and the framework for selecting the principles used in the
8
Green Star Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2009
--------------------------------------------------------------------------------
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. SFAS 168 is effective for financial statements issued for interim
and annual periods ending after September 15, 2009. The Company does not expect
the adoption of this statement to have an impact on the consolidated financial
statements.
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
NOTE 4. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had no operations during the period from January 22, 2008 (date of
inception) to November 30, 2009 and generated a net loss of $38,087. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. Because the Company is currently in the exploration stage and has
minimal expenses, management believes that the company's current cash of $ 1,913
is sufficient to cover the expenses they will incur during the next twelve
months in a limited operations scenario.
NOTE 5. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common.
NOTE 6. RELATED PARTY TRANSACTIONS
Nan E. Weaver, the sole officer and director of the Company may, in the future,
become involved in other business opportunities as they become available, and
she may face a conflict in selecting between the Company and her other business
opportunities. The Company has not formulated a policy for the resolution of
such conflicts.
9
Green Star Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2009
--------------------------------------------------------------------------------
NOTE 7. INCOME TAXES
As of November, 2009
--------------------
Deferred tax assets:
Net operating tax carry forwards $ 38,087
Tax rate 34%
--------
Gross deferred tax assets 12,950
Valuation allowance (12,950)
--------
Net deferred tax assets $ 0
========
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carry
forwards are expected to be available to reduce taxable income. As the
achievement of required future taxable income is uncertain, the Company recorded
a valuation allowance.
NOTE 8. NET OPERATING LOSSES
As of November 30, 2009, the Company has a net operating loss carry forwards of
approximately $38,087. Net operating loss carry forwards expires twenty years
from the date the loss was incurred.
NOTE 9. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.
On January 25, 2008, the Company issued a total of 1,500,000 shares of common
stock to Nan E. Weaver for cash in the amount of $0.01 per share for a total of
$15,000.
On July 22, 2008 the Company issued a total of 1,000,000 shares of common stock
to individuals for cash in the amount of $0.025 per share for a total of $
25,000.
10
Green Star Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2009
--------------------------------------------------------------------------------
As of November 30, 2009 the Company had 2,500,000 shares of common stock issued
and outstanding.
NOTE 10. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of November 30, 2009:
Common stock, $ 0.0001 par value: 100,000,000 shares authorized; 2,500,000
shares issued and outstanding.
NOTE 11. SUBSEQUENT EVENT
Effective December 4, 2009 the Company completed a stock purchase agreement with
Nan E. Weaver (the "seller"), three purchasers and their representative, another
stock purchase agreement with the Seller, four purchasers and their
representative, and another stock purchase agreement with the seller and one
purchaser. Pursuant to the Stock Purchase Agreements the Seller will sell
7,500,000 post split shares of the Company that will, in the aggregate,
constitute approximately 60% of the issued and outstanding capital stock of the
Company. The closing of the transactions were subject to the completion of the
5-for-1 forward split.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This quarterly report on Form 10-Q contains forward-looking statements that
involve risk and uncertainties. We use words such as "anticipate", "believe",
"plan", "expect", "future", "intend", and similar expressions to identify such
forward-looking statements. Investors should be aware that all forward-looking
statements contained within this quarterly report are good faith estimates of
management as of the date of this quarterly report. Our actual results could
differ materially from those anticipated in these forward-looking statements for
many reasons.
BUSINESS
We are an exploration stage company engaged in the acquisition and exploration
of mineral properties. Green Star Mining Corp. was incorporated in the State of
Delaware on January 22, 2008. We are an exploration stage company with no
revenues and a limited operating history. The principal executive offices are
located at Room 42, 4th Floor, New Henry House, 10 Ice Street, Central, Hong
Kong. The phone number is (00852) 2810 7822.
We received our initial funding of $15,000 through the sale of common stock to
our former director who purchased 1,500,000 shares of common stock at $.01 per
share on January 25, 2008. On July 22, 2008 we issued a total of 1,000,000
shares of common stock to 30 individuals for cash in the amount of $0.025 per
share for a total of $25,000. From inception until the date of this quarterly
report, we have had limited operating activities. Our financial statement from
inception (January 22, 2008) through November 30, 2009 report no revenues and a
net loss of $38,087.
We currently own a 100% undivided interest in a mineral property, the Golden
Princess Lode Mining Claim, located in the State of Nevada that we call the
"Golden Princess Property." The Golden Princess Property consists of an area of
approximately 20 acres located in the Sunset Mining District, Clark County,
Nevada. Title to the Golden Princess Property is held by Green Star Mining Corp.
Our plan of operation was to conduct mineral exploration activities on the
Golden Princess Property in order to assess whether it possess deposits of
minerals capable of commercial extraction.
We have not earned any revenues to date. We do not anticipate earning revenues
until such time as we enter into commercial production of our mineral
properties. We are presently in the exploration stage of our business and we can
provide no assurance that we will discover commercially exploitable levels of
mineral resources on our property, or if such deposits are discovered, that we
will enter into further substantial exploration programs.
On September 11, 2008, our shares were approved for trading on the
Over-the-Counter Bulletin Board under the symbol "GSTR". There has been no
active trading of our shares.
12
On November 23, 2009, the Company approved a 5-for-1 forward stock split of all
issued and outstanding shares of common stock of the Company. On November 25,
2009, the Financial Industry Regulatory Authority ("FINRA") approved the
Company's application for forward stock split applicant. As a result, the total
issued and outstanding shares of common stock of the Company were 12,500,000
common shares, effective on record date of December 7, 2009.
PLAN OF OPERATION
MINERAL EXPLORATION ACTIVITIES
Our plan of operation prior to the change in control was to conduct mineral
exploration activities on the Golden Princess Property in order to assess
whether the property contains mineral reserves capable of commercial extraction.
Our exploration program was designed to explore for commercially viable deposits
of silver, gold and other minerals. We have not, nor has any predecessor,
identified any commercially exploitable reserves of these minerals on the Golden
Princess Property.
We engaged Mr. Laurence Sookochoff, P. Eng., to prepare a geological evaluation
report on the Golden Princess Property. Mr. Sookochoff's report summarizes the
results of the history of the exploration of the mineral claims, the regional
and local geology of the mineral claims and the mineralization and the
geological formations identified as a result of the prior exploration in the
claim areas. The geological report also gives conclusions regarding potential
mineralization of the mineral claims and recommends a further geological
exploration program on the mineral claims. The exploration program recommended
by Mr. Sookochoff is as follows:
Phase Exploration Program Cost Status
----- ------------------- ---- ------
Phase I VLF-EM and magnetometer surveys $ 6,500 Completed in July 2009.
Phase II Localized soil surveys, trenching $11,000 Expected to be completed in late
and sampling over known and indicated 2009 (depending on funding and
mineralized zones consulting geologist's schedule)
Phase III Test Diamond drilling outlined by Phase $65,000 Expected to be completed in 2010
1 and 2 programs. (depending on the results of Phase 2,
availability of funding and
consulting geologist's schedule.)
TOTAL ESTIMATED COST $82,500
The geologist completed Phase I of the exploration program on the claim in July
2009.
13
The above program costs were management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates. To date, we have not commenced
exploration.
If we had proceeded with Phase II of our exploration program, the estimated cost
of this program would be $11,000 and would take approximately 10 days to
complete and an additional two months for the consulting geologist to receive
the results from the assay lab and prepare his report.
Following Phase II of the exploration program, if it proves successful in
identifying mineral deposits, we intended to proceed with Phase III of our
exploration program if we would be able to raise the funds necessary. The
estimated cost of this program was $65,000 and would take approximately 2 weeks
to complete and an additional two months for the consulting geologist to receive
the results from the assay lab and prepare his report.
We anticipated commencing Phase II of our exploration program in early 2010
depending on whether Phase 1 program proved successful in identifying mineral
deposits. Subject to financing, we anticipated commencing Phase III of our
exploration program in fall 2010, depending on whether Phase II program proves
successful in identifying mineral deposits. We had a verbal agreement with
Laurence Sookochoff, P. Eng., the consulting geologist who prepared the geology
report on our claim, to retain his services for our planned exploration program.
We required additional funding to proceed with Phase III and any subsequent work
on the claim. We had no current plans on how to raise the additional funding. We
cannot provide investors with any assurance that we will be able to raise
sufficient funds to proceed with any work after the first two phases of the
exploration program.
ACQUISITION PLAN
The Company completed a change in control on December 4, 2009. As of the change
in control, we determined that our original business plan was no longer
financially feasible. From then on, we are pursuing an acquisition strategy,
whereby we seek to acquire businesses with a history of operating revenues in
markets that provide room for growth. We are engaged in identifying,
investigating and, if warranted, acquiring companies that will enhance our
revenues and increase shareholder value.
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
We incurred operating expenses of $3,510 and $2,682 for the three months ended
November 30, 2009 and 2008, respectively. These expenses consisted of general
operating expenses and professional fees incurred in connection with the day to
14
day operation of our business and the preparation and filing of our reports with
the Securities and Exchange Commission. Our net losses from inception through
November 30, 2009 were $38,087.
Cash provided by financing activities for the period from inception through
November 30, 2009 was $40,000 consisting of $15,000 from the sale of 1,500,000
shares of common stock to the director of the company for $0.01 per share and
$25,000 from the sale of 1,000,000 shares of common stock to 30 individuals for
cash in the amount of $0.025 per share.
LIQUIDITY AND CAPITAL RESOURCES
We are an exploration stage company and have generated no revenue to date. At
November 30, 2009 our cash in the bank was $1,913 with no outstanding
liabilities. If we experience a shortage of operating funds during the next 12
months, we may utilize funds from our director, who has informally agreed to
advance funds to us, however he has no formal commitment, arrangement or legal
obligation to advance or loan funds to the company.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Management maintains disclosure controls and procedures, as such term is defined
in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange
Act"), that are designed to ensure that information required to be disclosed in
Green Star Mining's Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
In connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of November 30, 2009.
Based on that evaluation, management concluded, as of the end of the period
covered by this report, that Green Star Mining's disclosure controls and
procedures were effective in recording, processing, summarizing, and reporting
information required to be disclosed, within the time periods specified in the
Securities and Exchange Commission's rules and forms.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
As of the end of the period covered by this report, there have been no changes
in Green Star Mining's internal controls over financial reporting during the
quarter ended November 30, 2009, that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting
subsequent to the date of management's last evaluation.
15
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal
proceedings which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other
matters may arise from time to time that may harm our business. We are currently
not aware of any such legal proceeding or claims that we believe will have,
individually or in the aggregate, a material adverse effect on our business,
financial condition or operating results.
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
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
----------
* Exhibit is incorporated by reference and can be found in its entirety in
our Registration Statement on Form S-1 (SEC File Number 333-150385) on the
website at www.sec.gov
16
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) 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.
January 7, 2010 Registrant: Green Star Mining Corp.
By: /s/ Yi Chen
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Yi Chen, Director, President, Secretary,
Treasurer and Chief Financial Officer
(Principal Executive Officer and Principal
Accounting Officer)
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