UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended December 31, ~~2014~~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
8307 Shaffer Parkway, Suite 102, Littleton, Colorado		80127
(Address of principal executive offices)		(Zip Code)

(~~702~~844) ~~933~~443-~~0808~~7677

(Registrant’s telephone number, including area code)

~~Not~~605 ~~applicable~~W. Knox Rd, Suite 202, Tempe, AZ 85284

(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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [ ] No [X]

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

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X ]

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. (Check one):

Large accelerated filer [ ]		Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a smaller reporting company)		Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [ ] No [X]

~~The~~At ~~number~~June 30, 2015, the aggregate market value of ~~shares~~the registrant’s common stock held by non-affiliates of ~~Common~~the ~~Stock,~~registrant was $~~0.001~~11,343,946 ~~par~~based ~~value,~~on ~~issued~~the ~~and~~closing ~~outstanding~~sale price of the registrant’s common stock on ~~March~~June 2630, 2015 ~~was~~of ~~17,173,729~~$1.05 ~~shares~~per share.

AtAs ~~June~~of 30April 11, ~~2014~~2016, ~~the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant was $3~~38,~~875~~301,~~971,~~229 ~~based~~shares ~~on the closing sale price~~ of the registrant’s ~~Common~~common ~~Stock on June 28~~stock, ~~2014~~par ofvalue $0.~~28 per~~001, ~~share~~were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Star Mountain Resources, Inc.

Form 10-K

For the Year Ended December 31, ~~2014~~2015

Table of Contents

		Page
	Part I
Preliminary Information		3
Cautionary Note Regarding Forward-Looking Statements		3
Cautionary Note Regarding Mineralized Material		3
Part I
Item 1.	Business	4
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	1415
Item 2.	Properties	1415
Item 3.	Legal Proceedings	20
Item 4.	Mine Safety Disclosures	2120
Part II	~~Part II~~
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.	Selected Financial Data	2221
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2221
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 8.	Financial Statements and Supplementary Data	25
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26
Item 9A.	Controls and Procedures	26
Item 9B.	Other Information	27
Part III	~~Part III~~
Item 10.	Directors, Executive Officers and Corporate Governance	27
Item 11.	Executive Compensation	30
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3233
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3234
Item 14.	Principal Accountant Fees and Services	3235
Part IV	~~Part IV~~
Item 15.	Exhibits and Financial Statement Schedules	3336
Signatures		3539

~~FORWARD-LOOKING~~PRELIMINARY ~~STATEMENTS~~INFORMATION

~~This~~Throughout ~~annual~~this ~~report~~Annual Report on Form 10-K ~~includes~~(“Annual ~~forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks~~Report”), ~~uncertainties~~references ~~and other factors that may cause our actual results, levels of activity, performance or achievements~~ to ~~differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to,~~ “~~believe,~~we” ~~“expect~~,” “~~anticipate,~~our” ~~“estimate~~,” “~~intend,~~us” ~~“plan~~,” “~~targets,”~~Star ~~“likely,~~Mountain” ~~“aim~~,~~” “will,”~~ “~~would,”~~the ~~“could,~~Company”, and similar ~~expressions~~terms orrefer ~~phrases~~to ~~identify~~Star ~~forward-looking~~Mountain ~~statements~~Resources, Inc. We ~~have based these forward-looking statements largely on our current expectations~~ and ~~future~~its ~~events and financial trends that~~wholly weowned ~~believe~~subsidiaries: ~~may~~Bolcán ~~affect~~Mining ~~our financial condition~~Corporation, ~~results~~Northern ofZinc ~~operations~~LLC, ~~business~~Balmat ~~strategy~~Holdings Corporation and ~~financial needs~~St. ~~Forward-looking~~Lawrence ~~statements include,~~Zinc ~~but are not limited to, statements about:~~LLC.

●Financial information ~~our~~in ~~proposed~~this ~~mining~~Annual ~~business,~~Report ~~including~~is ~~estimates~~presented ofin ~~minerals,~~accordance ~~operational~~with ~~costs~~generally ~~and~~accepted ~~volatility~~accounting ofprinciples ~~sales~~(“GAAP”) in ~~prices,~~the ●United ~~our~~States ~~needs~~(“U.S. ~~for additional capital~~GAAP”), ~~● our history of losses, ● our dependence on third party equipment~~ and ~~services~~unless tootherwise ~~operate our business~~specified, ●all ~~economic,~~dollar ~~legal,~~amounts ~~environmental~~are ~~restrictions~~expressed ~~and business conditions~~ in ~~the mining industry, ● dependence on key personnel, ● material weaknesses in our internal control over financial reporting, ● the closely-held nature~~ thousands of ~~our~~United ~~securities,~~States ●Dollars ~~limited~~(“$” ~~public~~or ~~market for our common stock, and ● potential dilutive impact of future issuances~~“US$”).

~~This~~CAUTIONARY ~~annual~~NOTE ~~report~~REGARDING ~~on Form 10~~FORWARD-KLOOKING and the documents referred to herein should be read thoroughly with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in Item 1A., “Risk Factors.” Other sections of this annual report on Form 10-K include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this annual report on Form 10-K, and the statements should not be relied on without also considering the risks and uncertainties associated with these statements and our business.STATEMENTS

~~OTHER~~This ~~PERTINENT~~Annual ~~INFORMATION~~Report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations of future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about:

~~Throughout this~~● ~~annual~~the ~~report~~insufficiency onof ~~Form~~our ~~10-K~~existing cash resources and working capital to enable us to continue our operations for the next twelve months as a going concern; ● future financial or operating performance of the Company or its subsidiaries and its projects; ● the availability of, ~~references~~and terms and costs related to, ~~“we”~~potential future borrowing, ~~“our”~~debt repayment and financing; ● future inventory, ~~“us”~~production, ~~“Star~~sales, ~~Mountain”~~payments from customers, ~~“the~~ ~~Company”~~cash costs, capital expenditures and ~~similar~~exploration ~~terms~~expenditures; ~~refer~~● toexpected ~~Star~~mining ~~Mountain~~and ~~Resources~~concentrate grades and recoveries; ● estimates of mineral reserves and resources, ~~Inc.~~including estimated mine life and ~~its~~annual ~~wholly~~production; ~~owned~~● ~~subsidiary~~projected timing to ramp-up of planned production levels at our Balmat Zinc Mine; ● the projected development of our exploration properties and future exploration at our operations; ● future concentrate shipment dates and shipment sizes; ● future operating plans and goals, ~~Bolcán Mining~~including ~~Corporation~~our planned re-start activities for the Balmat Zinc Mine; ● expected costs, including projected capital and operating costs; and ● expectations regarding the global supply and demand and pricing of zinc.

Forward-looking statements are based on current expectations and assumptions that are subject to a variety of known and unknown risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in Item 1A, “Risk Factors” and elsewhere in this report. Except as required by law, we disclaim any obligation to update or revise publicly any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

CAUTIONARY STATEMENT REGARDING MINERALIZED MATERIAL

“Mineralized material” as used in this ~~annual~~Annual ~~report on Form 10-K~~Report, 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, Spor Mountain/Dugway Minerals Claim and Ogden Bay Wildlife Management~~ ~~Area~~mineralized inmaterials ~~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

ITEM 1. BUSINESS

~~Business~~Corporate ~~Development~~Background

WeThe ~~are~~Company was incorporated in Nevada on September 2, 2009; initially as MyOtherCountryClub.com for the purpose of developing a ~~minerals~~website that ~~exploration~~would ~~company~~offer ~~focused~~reciprocal ongolf ~~acquiring~~privileges, and ~~consolidating~~other ~~mining~~related ~~claims~~services, ~~mineral~~to ~~leases,~~members ~~producing~~of ~~mines,~~private ~~and~~country clubs throughout the United ~~historic~~States. ~~mines~~We ~~with~~subsequently ~~production~~changed ~~and~~our ~~future~~name ~~growth~~to ~~potential~~the ~~identified~~Jameson ~~through~~Stanford ~~our~~Resources ~~exploration~~Corporation ~~efforts.~~in ~~Our~~April ~~operations~~2012 ~~are~~and ~~focused~~ on ~~the~~October ~~initiation~~29, ~~production~~2012, merged ~~and~~with ~~expansion~~Bolcán ofMining ~~our~~Corporation ~~acquired~~(“Bolcán ~~mineral~~Mining”) ~~resources~~with inBolcán Mining becoming a wholly owned subsidiary of the ~~Star~~Company. ~~Mountain~~Prior ~~Mining~~to ~~District~~the merger, ~~Beaver~~Jameson ~~County, Utah~~Stanford ~~and~~Resources ~~turning~~Corporation ~~them~~was ~~into~~a ~~producing~~publicly ~~assets~~traded shell company with no business operations.

~~Projects~~On December 15, 2014, the Company changed its name from Jameson Stanford Resources Corporation to Star Mountain Resources, Inc. to better reflect its primary focus of exploring and conducting pre-extraction activities on the mineral rights it held in the Star Mining District in Beaver County, Utah.

~~With~~On ~~respect~~November to2, ~~our current projects discussed below~~2015, ~~inferred~~we ~~reserve~~entered ~~calculations~~into ~~have~~three-way ~~not~~definitive ~~established~~agreements ~~proven~~with orNorthern ~~probable reserves~~Zinc, as ~~defined~~LLC by(“Northern ~~the~~Zinc”) ~~SEC~~and ~~under Industry Guide 7~~HudBay Minerals, ~~through~~Inc. ~~the~~(“Hudbay”) ~~completion~~that ofresulted ~~pre-feasibility~~in orthe ~~feasibility~~Company ~~studies~~acquiring ~~for~~Northern ~~our mineral rights. Furthermore~~Zinc, atBalmat ~~the~~Holding ~~present~~Corporation ~~time,~~(“Balmat Holdings”) ~~we have not established a program of further exploration~~ and ~~engineering~~St. toLawrence ~~establish proven~~Zinc ~~or probable reserves for any of our mineral rights~~Company, ~~and,~~LLC ~~as such~~(“SLZ”), ~~investors~~including ~~are~~SLZ’s ~~cautioned~~wholly ~~that~~owned ~~inferred~~interest ~~reserve~~in ~~calculations~~the Balmat ~~may~~mining ~~not~~and bemilling ~~indicative~~operations oflocated anin ~~economically recoverable resource~~St. WeLawrence ~~cannot~~County, ~~assure~~New ~~shareholders~~York ~~that~~(the ~~proven~~“Balmat ~~or probable reserves will ever be proven to exist in any of our project areas~~Mine”).

~~Our current active projects include:~~Subsidiaries

~~Star~~With ~~Mountain/Chopar~~the ~~(Star~~completion ~~Mining~~of ~~District)~~our -November ~~The~~2, ~~Star~~2015 ~~Mountain/Chopar~~acquisition ~~project consists~~ of ~~116~~Northern ~~lode-mining~~Zinc, ~~claims~~a ~~and~~Nevada ~~four~~limited ~~metalliferous mineral~~liability ~~leases~~company, ~~located~~Northern inZinc ~~the~~joined Bolcán ~~Star Mountain range in the Star~~ Mining ~~District~~, ina ~~Beaver~~Nevada ~~County~~corporation, ~~Utah,~~as ~~approximately~~direct ~~five~~and ~~miles west~~wholly ofowned ~~Milford,~~subsidiaries ~~Utah.~~of ~~The~~ Star Mountain~~/Chopar project involves a total area of 3~~,~~730~~ ~~acres. Through~~ the ~~date~~parent ofcompany. ~~this annual~~Northern ~~report~~Zinc, ~~on Form 10~~in-Kturn, ~~the~~holds ~~Company~~a ~~has~~100% ~~conducted~~ownership ~~geological~~interest ~~analysis,~~in ~~magnetic~~Balmat ~~geophysical studies~~Holdings, ~~and~~ a ~~limited~~Delaware ~~reverse~~corporation, ~~circulation and~~with ~~core~~SLZ, ~~drilling~~a ~~exploration~~Delaware ~~program.~~limited ~~Based~~liability company, onbeing ~~preliminary~~a ~~results~~direct ~~from~~and anwholly ~~independent~~owned ~~firm~~subsidiary of ~~geologists~~Balmat ~~and~~Holdings. ~~geophysicists~~SLZ, ~~the~~ ~~Company has resolved to engage~~ in ~~further substantive field evaluations~~-turn, ~~geophysical~~is ~~reviews, and drilling, in order to ascertain~~ the ~~nature~~sole ~~and~~owner ~~extent~~ of the ~~inferred~~Balmat ~~mineralization~~zinc ~~at this site. In October 2014, the Company’s third-party geology and~~mine ~~geophysical~~and ~~consultants~~milling ~~commenced~~complex ~~on-site~~located ~~work~~ in ~~order~~upstate toNew ~~provide~~York ~~the~~while ~~data~~our ~~necessary~~Bolcán toMining ~~compile~~subsidiary aholds ~~preliminary economic assessment study of~~ our mineral rights in the ~~project~~Star Mining ~~area.~~district ~~We expect to receive the results~~ of ~~such~~southern ~~study in mid-2015~~Utah.

~~Ogden~~Description ~~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.Business

~~Spor~~Our focus is the acquisition ~~Mountain/Dugway~~of ~~Minerals~~mineral ~~(Spor~~properties ~~Mountain~~and ~~Mining~~their ~~District)~~development -into Weproducing ~~discontinued~~mines, ~~efforts~~with toour ~~explore~~primary ~~for~~focus ~~minerals~~currently atbeing the ~~Spor~~re-start ~~Mountain/Dugway~~of mining ~~Minerals~~operations ~~project~~at ~~which~~our ~~consisted~~Balmat ofMine ~~nine~~in ~~mining~~upstate ~~claims~~New ~~and~~York. ~~three~~When ~~metalliferous~~complete, ~~mineral~~we ~~lease~~expect ~~sections~~that ~~located~~this inre-start ~~Juab~~will ~~County,~~transition the Company from ~~Utah.~~a Wejunior ~~recorded~~exploration company to a ~~$1,599~~mining ~~impairment~~company ~~charge~~capable onof ~~Mineral~~generating ~~Rights~~a ~~from~~consistent ~~this~~revenue ~~discontinued~~stream ~~project~~through the production of a salable concentrate material grading approximately 57% zinc.

~~Products~~The Balmat Mine was last in production during the latter part of 2008 when the mine’s previous owner, in response to depressed zinc prices, placed the mine on care and maintenance. Since that time, the mine and mill workings have been well cared for, the mine has been kept pumped dry and all permits and mineral rights have been maintained. Currently, the mine is readily accessible, the mill is in good condition and all required equipment and infrastructure is in place to allow for the mine’s re-start following a refurbishment period, which we estimate to be approximately six to nine months after securing necessary financing.

~~Subject~~In toFebruary ~~satisfactory~~2016, ~~engineering~~we ~~and~~completed ~~geophysical~~a ~~results~~reserve ~~and~~study ~~access~~at tothe ~~sufficient~~Balmat ~~capital,~~Mine weconfirming ~~intend~~the toexistence ~~develop~~of ~~our~~proven ~~project~~and ~~mining~~probable reserves as defined ~~claims~~in SEC Industry Guide 7 (“IG7 Report”). The IG7 Report confirmed 585,000 ~~mineral~~tons ~~leases~~of proven and ~~excavation~~probable ~~rights~~reserves tobased on ~~produce~~a 9.2% fully diluted zinc grade capable of generating estimated revenues of $80.8 million over the ~~following~~initial ~~specialized~~2.5 ~~mining~~year ~~products:~~mine plan.

~~Copper~~The ~~Ore~~IG7 ~~with~~Report ~~Precious~~also ~~Metals~~estimated ~~Component~~the -initial ~~Hard~~capital ~~rock~~needed ~~mineralized~~for ~~material~~Balmat’s ~~will~~re-start beat ~~drilled,~~$14.7 ~~blasted~~million, ~~excavated~~including ~~and~~pre-mining ~~hauled, then crushed~~activities ~~and~~such ~~classified~~as todevelopment ~~customer~~drifting, ~~specifications.~~re-engineering Weof ~~will~~underground ~~deliver~~infrastructure ~~this~~and ~~product~~essential ~~on-demand~~upgrades ~~or just in time~~ to ~~customers~~the onventilation, amobile ~~24/7 schedule~~equipment, ~~utilizing~~crusher ~~truck~~ and ~~pup~~hoisting ~~combos for local deliveries, and rail for regional deliveries~~systems. ~~The~~Subject ~~Union~~to ~~Pacific~~our ~~Railroad~~ability ~~main~~to ~~line~~raise ~~from Los~~these ~~Angeles to Ogden~~funds, ~~Utah,~~we isplan ~~routed~~to ~~through~~return ~~Milford,~~the ~~Utah,~~Balmat ~~approximately~~Mine ~~five~~to ~~miles~~production ~~east~~following the completion of ~~our~~these ~~Star~~refurbishment ~~Mountain project site~~activities.

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.

~~Our~~A ~~Industry~~summary of the economic analysis from the IG7 Report follows:

Copper Market. Copper is the world’s third most widely used metal, after iron and aluminum, and an important component in the world’s infrastructure. Copper has unique chemical and physical properties, including high ductility, malleability, thermal and electrical conductivity, and resistance to corrosion that has made it a superior material for use in electrical and electronic products, including power transmission and generation, which accounts for about three quarters of the global copper use in the telecommunications, building construction, transportation and industrial machinery businesses. Copper is also an important metal in non-electrical applications such as plumbing and roofing and, when alloyed with zinc to form brass, in many industrial and consumer applications.

Ore Mined for Processing		585		Kt
Zinc Grade		9.2	%
Contained Zinc		53.8		kt
Capital Development		9,067		feet
Mill Recovery		96	%
Zinc Recovered in Concentrate		51.7		kt
Zinc Price	$	0.92		/pound
Smelter Deduction		15	%
Smelter Treatment Charges	$	187.51		/ton concentrate
Transportation Charges	$	21.51		/ton concentrate
Penalty Charges	$	20.00		/ton concentrate
Revenue	$	80,788		(000’s)
Operating Costs (Includes 15% Contingency	$	(39,533	)	(000’s)
Smelter Charges	$	(21,313	)	(000’s)
Royalty 0.3%	$	(178	)	(000’s)
EBITA	$	19,764		(000’s)
Capital	$	(14,745	)	(000’s)
Income Tax	$	(590	)	(000’s)
Net Income	$	4,427		(000’s)
Discounted Cash Flow @ 5%	$	3,165		(000’s)
Payback Period		2.5		years
Profitability Index		1.2
Internal Rate of Return		25	%

~~Copper~~In isaddition anto ~~internationally~~our ~~traded~~Balmat ~~commodity with prices principally determined by the major metal exchanges~~Mine, ~~the~~we ~~New~~hold ~~York~~mining ~~Commodities Exchange~~claims ~~or “COMEX”~~ and ~~the~~mineral ~~London~~leases ~~Metal~~on ~~Exchange~~exploration orproperties ~~“LME”. Copper is usually found~~ in ~~association with sulfur. Pure copper metal is generally produced during a multistage process beginning with~~ the ~~mining~~Star ~~and~~Mining ~~concentrating~~district of ~~low-grade~~ ~~ores~~southern ~~containing~~Utah ~~copper~~(“the ~~sulfide~~Chopar ~~minerals followed by smelting and electrolytic refining to produce a pure copper cathode~~Project”). AnThese ~~increasing share~~holdings ofare ~~copper~~comprised ~~is produced from acid leaching~~ of ~~oxidized~~115 ~~ores.~~unpatented ~~Copper~~mining isclaims, ~~one~~fee-simple, ofpatented mining ~~the~~claims ~~oldest metals ever used~~ and ~~has~~mineral ~~been~~leases ~~one of~~on ~~the~~State ~~important materials in the development~~ of ~~civilization~~Utah lands.

~~Copper~~Further isinformation anon ~~important~~our ~~industrial~~Balmat ~~metal~~Mine ~~with significant demand for fabrication of electrical wires, plumbing~~ and ~~industrial~~Chopar ~~machinery. Most~~Project ~~copper~~ is ~~mined~~included orunder ~~extracted as copper sulfides from large open pit mines in porphyry copper deposits that contain 0.4% to 1.0% copper. Copper is 100% recyclable with no quality degradation and is~~ the ~~third~~section ~~most~~heading ~~recycled~~“Item ~~metal~~2. ItProperties” isin ~~estimated that~~this ~~80%~~Annual ~~of the copper ever mined is still in use today~~Report.

Gold Market. The global market for gold is large and highly liquid. Primary demand for gold is associated with a safe haven investment with additional demand for jewelry, industrial and health science applications. Gold is also considered a hedge against inflation and a commodity of refuge from concerns with fiat currencies and corresponding risks related to economic, political and social uncertainties.Products

~~The World~~As ~~Gold~~a ~~Council~~pre-production company, none aof ~~leading~~our ~~international~~properties ~~gold~~or ~~industry~~projects ~~research~~has ~~organization~~yet reached the production stage. However, ~~published~~with onour ~~its~~recent ~~website~~acquisition ~~that~~of ~~total~~the ~~gold~~Balmat ~~demand~~Mine ~~for~~and ~~2014~~our ~~decreased~~plan 4%to return the mine to 3production following a short refurbishment period,~~923.7~~ ~~tonnes~~once (back in production we expect that the Balmat Mine will produce a ~~tonne~~zinc isconcentrate ~~equal~~material tocontaining ~~2,204.6~~approximately ~~pounds)~~57% ~~year-over-year~~zinc.

~~Government~~According to current statistics published by the USGS, zinc is the fourth most widely consumed metal in the world after iron, aluminum, and ~~Environmental~~copper. ~~Regulation~~It has strong anticorrosive properties and bonds well with other metals. Consequently, about three-fourths of the zinc produced is used in zinc galvanizing, which is the process of adding thin layers of zinc to iron or steel to prevent corrosion and as an alloy combined with copper for production of brass and also with other metals to form materials that are used in automobiles, electrical components, and household fixtures. A third significant use of zinc is in the production of zinc oxide (the most important zinc chemical by production volume), which is used in rubber manufacturing and as a protective skin ointment.

~~Our~~Zinc ~~mining,~~is ~~processing~~also ~~operations~~important ~~and~~for ~~exploration~~health. ~~activities~~It ~~are~~is ~~subject~~a tonecessary ~~various~~element ~~laws~~for ~~and regulations governing: (i)~~ the ~~protection of~~proper ~~the~~growth ~~environment;~~and ~~(ii) exploration; (iii) mine safety,~~ development ~~and~~of ~~production; (iv) exports~~humans, ~~(v) taxes~~animals, ~~(vi)~~and ~~labor standards,~~plants. ~~(vii)~~The ~~occupational~~adult ~~health,~~human ~~(viii)~~body ~~waste~~contains ~~disposal,~~between ~~(ix)~~2 ~~hazardous~~and ~~substances,~~3 ~~(x)~~grams ~~water~~of ~~rights;~~zinc, ~~(xi)~~which ~~explosives;~~is ~~(xii)~~the ~~land~~amount ~~reclamation and~~needed ~~(xiii)~~for ~~other~~the ~~matters.~~body’s ~~New~~enzymes ~~laws~~ and ~~regulations,~~immune system ~~amendments~~ to ~~existing~~function ~~laws~~properly. ~~and~~It ~~regulations~~is oralso ~~more~~important ~~stringent~~for ~~implementation of~~taste, ~~existing~~smell, ~~laws~~ and ~~regulations~~to ~~could~~heal ~~have~~wounds. aTrace ~~material~~amounts ~~adverse~~of ~~impact~~zinc onoccur ~~us,~~in ~~increase~~many ~~costs~~foods, such ~~cause~~as ~~a reduction in levels of~~oysters, ~~or suspension of~~beef, ~~production~~ and~~/or~~ ~~delay or prevent the development of new mining properties~~peanuts.

The governmental agencies and regulators tasked with implementing and enforcing the above laws and regulations include Beaver County (Utah), the Bureau of Land Management, the Mine Safety and Health Administration, the Utah Department of Natural Resources, the Utah State Institutional Trust Lands Administration, the Utah Department of Environmental Quality, the Environmental Protection Agency, and the Bureau of Alcohol, Tobacco, Firearms and Explosives.Customers

~~We believe~~As wea ~~are~~pre-production ~~currently~~company, we inhave ~~compliance~~not ingenerated ~~all~~any ~~material~~revenues ~~respects~~since ~~with all applicable environmental laws and regulations~~inception. ~~Such~~However, ~~compliance requires~~if ~~significant~~our ~~expenditures~~plans ~~and~~to ~~increases~~resume ~~mine~~production ~~development~~at ~~and~~our ~~operating~~Balmat ~~costs.~~Mine ~~Mining~~are issuccessful, the ~~subject~~zinc toconcentrate ~~potential~~produced ~~risks~~at ~~and liabilities~~the ~~associated~~Balmat ~~with~~Mine ~~pollution~~will ofbe ~~the~~sold ~~environment~~to ~~and~~a ~~the~~zinc ~~disposal~~smelter offor ~~waste~~further ~~products~~processing. ~~occurring~~There asare currently a number ~~result~~ of ~~mineral~~zinc ~~exploration and~~smelters ~~production.~~located ~~Environmental~~throughout ~~liability~~the ~~may~~world, ~~result~~and ~~from~~with ~~mining~~the ~~activities~~Balmat ~~conducted~~Mine’s byproximity ~~others prior~~ to ~~our~~the ~~ownership of a property~~St. To ~~the~~Lawrence ~~extent~~Seaway, we expect ~~are~~that ~~subject~~the tozinc ~~uninsured~~concentrates ~~environmental~~produced ~~liabilities,~~by the ~~payment~~Balmat ofMine ~~such~~could ~~liabilities~~be ~~would~~transported ~~reduce~~to ~~our otherwise available earnings~~ and ~~could~~sold ~~have~~to aany ~~material~~smelter ~~adverse~~in ~~effect~~the ~~on our business plan~~world.

~~Licenses~~Environmental ~~and Permits~~Regulation

Our ~~operations~~exploration ~~require licenses~~ and ~~permits~~planned ~~from~~development ~~various~~and ~~governmental~~mining ~~authorities.~~activities Weare ~~believe~~subject weto ~~hold~~extensive ~~all~~and ~~material~~costly ~~licenses~~environmental laws and ~~permits~~regulations ~~required~~ under ~~applicable~~various ~~laws~~federal, state, county and ~~regulations~~local laws relating to the protection of the environment, which generally includes air and ~~believe~~water wequality, ~~are~~hazardous ~~presently~~waste ~~complying~~management, inradionuclide ~~all~~handling ~~material~~and ~~respects~~reclamation. Failure to comply with ~~the~~these ~~terms~~requirements ofcan ~~such~~result ~~licenses~~in civil and/or ~~permits.~~criminal ~~However~~liability for noncompliance, ~~such~~fines ~~licenses~~and penalties, clean-up costs and ~~permits~~other ~~are~~environmental ~~subject~~damages. It tois ~~change~~also possible that unanticipated developments or changes in ~~various~~the ~~circumstances.~~law ~~There~~could ~~can~~require beus to make environmental expenditures nosignificantly ~~guarantee~~greater ~~that~~than those we currently expect. Environmental legislation is evolving in a manner that will berequire ~~able~~stricter standards toand ~~obtain~~enforcement, orincreased ~~maintain~~fines ~~all~~and ~~necessary~~penalties ~~licenses~~for non-compliance, more stringent environmental assessments of proposed projects and ~~permits~~a ~~that~~heightened ~~may~~degree beof ~~required~~responsibility tofor ~~explore~~companies and their officers, directors and employees. Current and future ~~develop~~laws, ~~our~~regulations ~~properties~~and permits will impose significant costs, liabilities or obligations or could limit or prevent our ability to ~~commence~~continue ~~construction~~operations or ~~operation~~undertake ofnew ~~mining~~operations. ~~facilities~~Environmental ~~and~~hazards may exist on the properties ~~under~~in ~~exploration~~which orwe ~~development~~hold interests orthat are unknown to ~~maintain~~us ~~continued~~at ~~operations~~present and that ~~economically~~have ~~justify~~been caused by previous owners of the ~~cost~~properties.

Our Balmat Mine in New York is subject to federal and state environmental laws, regulations and permits. The federal agency responsible for regulatory jurisdiction is the Environmental Protection Agency. The state agency with regulatory jurisdiction is the New York State Department of Environmental Conservation. We operate under approvals and permits granted by both agencies. As of December 31, 2015, the Company had posted a cash surety bond with the state of New York totaling $1,664. We also have in place a reclamation plan that we believe meets all legal and regulatory requirements. At December 31, 2015, $17,906 was accrued for estimated future reclamation activities at our Balmat Mine site.

Our Chopar Project in the Star Mining district of southern Utah is also subject to federal and state environmental laws, regulations and permits. The governmental agencies and regulators tasked with implementing and enforcing these laws and regulations include the Bureau of Land Management, the Mine Safety and Health Administration, the Utah Department of Natural Resources, the Utah State Institutional Trust Lands Administration, the Utah Department of Environmental Quality, the Environmental Protection Agency, and the Bureau of Alcohol, Tobacco, Firearms and Explosives. As of December 31, 2015, the Company had a surety bond with the State of Utah totaling $24 to ensure environmental reclamation of disturbed areas.

We are committed to fulfilling or exceeding our requirements under applicable environmental laws and regulations and it is our policy to conduct our business in a way that safeguards public health and the environment. We believe that our operations are in compliance with applicable environmental laws and regulations in all material respects. Such compliance requires significant expenditures and increases mine development and operating costs. Mining is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Environmental liability may result from mining activities conducted by others prior to our ownership of a property. To the extent we are subject to uninsured environmental liabilities, the payment of such liabilities would reduce our otherwise available earnings and could have a material adverse effect on our business plan.

Licenses and Permits

Our operations require licenses and permits from various governmental authorities. We believe we hold all material licenses and permits required under applicable laws and regulations and believe we are presently complying in all material respects with the terms of such licenses and permits. However, such licenses and permits are subject to change in various circumstances. There can be no guarantee that we will be able to obtain or maintain all necessary licenses and permits that may be required to explore and develop our properties, to commence construction or operation of mining facilities and properties under exploration or development or to maintain continued operations that economically justify the cost. Notwithstanding, other than those permits and licenses currently held, we are not aware of any other permits or licenses that are required for the resumption of mining and milling operations at our Balmat Mine.

Mine Safety and Health Administration Regulations

Pursuant to Section 1503(a) of the 2010 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. AtSee ~~this~~Item ~~time,~~4: weMine ~~have~~Safety ~~no safety violations, orders, citations, related assessments or legal actions or mining-related fatalities to report~~Disclosures.

Competition

~~Because~~The ~~the~~exploration ~~life~~for and acquisition of amineral ~~mine~~properties is ~~limited~~subject byto ~~its~~intense ~~mineral~~competition. ~~reserves,~~Identifying weand ~~plan~~evaluating topotential mining ~~continually~~prospects ~~seek~~is toa ~~replace~~costly and ~~expand~~time-consuming ~~our~~endeavor. ~~reserves~~Due ~~through the~~to ~~exploration~~our oflimited ~~existing~~capital ~~properties~~and aspersonnel, ~~well~~we asare ~~through~~at ~~acquisitions~~a ofcompetitive ~~interests~~disadvantage compared into ~~new~~many ~~properties~~other orcompanies ofwith ~~interests~~regard into ~~companies which~~exploration ~~own~~and, ~~such~~if ~~properties.~~warranted, Weadvancement ~~encounter~~of ~~competition~~mining ~~from~~properties. ~~other~~Our ~~mining~~present ~~companies~~limited capital inmeans ~~connection~~that ~~with~~our ~~the~~ability ~~acquisition~~to ofcompete for properties ~~and~~ ~~with~~to ~~the~~be ~~engaging~~explored and ~~maintaining~~developed ofis ~~qualified~~limited. ~~industry~~We ~~experienced~~believe ~~personnel.~~that ~~This~~ competition for ~~may~~acquiring ~~increase~~mineral ~~the~~prospects ~~cost~~will ofcontinue ~~acquiring suitable~~to ~~properties~~be ~~and~~intense ~~retaining~~in ~~qualified~~the ~~industry experienced personnel~~future.

Employees

~~For~~At ~~the years ended~~ December 31, ~~2014 and 2013~~2015, we had no11 full-time employees. Weof ~~utilize~~which ~~the~~seven ~~services~~were employed in care and maintenance activities at our Balmat Mine in New York. None of ~~independent~~our ~~contractors~~employees are covered by collective bargaining agreements.

~~Our~~Available ~~Corporate History~~Information

We ~~were~~make ~~incorporated~~available, onfree ~~June~~of 2charge, ~~2009~~on inor ~~Nevada~~through ~~initially~~our asInternet ~~MyOtherCountryClub~~website, at www.starmountainresources.com, ~~for~~our ~~the~~annual ~~purpose~~reports on ofForm ~~developing~~10-K, aour ~~website~~quarterly ~~that~~reports ~~would offer~~on ~~reciprocal~~Form ~~golf~~10-Q ~~privileges,~~and our current reports on Form 8-K and ~~other~~amendments ~~related~~to ~~services,~~those reports filed or furnished pursuant to ~~members~~Section 13(a) or 15(d) of ~~private~~the ~~country~~Exchange ~~clubs~~Act. ~~throughout~~Our Internet website and the ~~United~~information ~~States~~contained therein or connected thereto are not intended to be, and are not, incorporated into this Annual Report.

On May 2, 2012, we completed a 7-for-1 forward split of all outstanding shares of our common stock and a corresponding increase in our authorized common stock. The effect of the forward split was to increase the number of our common shares issued and outstanding from 8,400,000 to 58,800,000 and to increase our authorized common shares from 50,000,000 shares, par value $0.001, to 350,000,000 shares, par value $0.001.

Bolcán Mining was incorporated in 2012 to pursue the exploration of certain mining claims, mineral leases and excavation rights for mining projects located in (a) Star Mining District in Beaver County, Utah, (b) Spor Mountain Mining District in Juab County, Utah, and (c) Ogden Bay Wildlife Management Area in Weber County, Utah. On April 23, 2012, Bolcán Mining acquired certain lode mining claims and mineral leases related to the Star Mining District and Spor Mountain Mining District projects.

Effective as of June 30, 2012, pursuant to an Asset Purchase Agreement between Bolcán Mining and The Bolcán Group LLC (“Bolcán Group”), which was formed in 2010 by Michael Stanford, our former Chief Executive Officer, Director and shareholder, Bolcán Mining purchased all of the assets and assumed certain liabilities of Bolcán Group, resulting in a combination of the two companies.

On May 7, 2012, we entered into an Acquisition Agreement and Plan of Merger, as amended on July 24, 2012 and on October 24, 2012 (collectively referred to as the “Merger Agreement”), with our wholly-owned subsidiary, JSR Sub Co., a Nevada corporation (“Sub Co”), and Bolcán Mining Corporation, a Nevada corporation (“Bolcán Mining”). Pursuant to the Merger Agreement, we issued 25,000,000 shares of unregistered common stock in exchange for 100% of Bolcán Mining’s issued and outstanding capital stock. Pursuant to the terms of the Merger Agreement, on October 29, 2012 Sub Co merged with and into Bolcán Mining (the “Merger”), with Bolcán Mining surviving the Merger as our wholly owned subsidiary. Prior to the Merger, we were a shell company with no business operations. As a result of the Merger, we are no longer considered a shell company.

Effective as of December 15, 2014, we amended our articles of incorporation to change our name to Star Mountain Resources, Inc. in connection with our plans to focus our business on the exploration of the Star Mountain mining project located in the Star Mining District in Beaver County, Utah and the performance of pre-extraction activities for mineral rights for this project. As part of this amendment, we increased the number of authorized shares of our common stock from 350,000,000 to 400,000,000 of which 350,000,000 shares are common stock and 50,000,000 are preferred stock.

Effective as of December 15, 2014, we changed our trading symbol to “SMRS”.

Our filings can also be viewed at our corporate offices, located at 8307 Shaffer Parkway, Suite 102, Littleton, Colorado 80127. Our reports, registration statements and other information can be inspected on the SEC’s website at www.sec.gov and such information can also be inspected, and copies ordered, at the public reference facilities maintained by the SEC at the following location: 100 F Street NE, Washington, D.C. 20549. Information regarding the operation of the SEC’s public reference facilities may be obtained by calling the SEC at 1-800-SEC-0330.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a high degree of risk. Investors should carefully consider the risks described below, together with all of the other information included in this ~~report~~Annual Report, before making an investment decision. If any of the ~~following~~ following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading ~~price~~ price of our common stock could decline, and investors may lose all or part of their investment. Investors should read the section ~~entitled~~ entitled “Cautionary Note Regarding Forward-Looking Statements” above for a discussion of what types of statements are forward-looking statements as well as the significance of such statements in the context of this ~~annual~~Annual ~~report on Form 10-K~~Report.

Risks Related To Our Business ~~And~~and Financial Condition

There is substantial doubt as to our ability to continue as a going concern.

We have no historical revenues, have suffered recurring losses from operations and have a working capital deficit of $1,118 as of December 31, 2015. Further losses are anticipated in the development of our business. Therefore, our continuation as a going concern is dependent upon our completion of a future financing. However, there is no assurance that we will be successful in completing such a financing. If we are unable to fund future operations by way of financing, including public or private offerings of equity or debt securities, our business, financial condition and exploration activities will be adversely impacted. As a result, there is substantial doubt as to our ability to continue as a going concern.

The audit opinion and notes that accompany our consolidated financial statements for the year ended December 31, 2015, refer to the substantial doubt regarding our ability to continue as a going concern. The accompanying financial statements have been prepared assuming that we will continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. We do not have sufficient cash to fund planned operations or meet our obligations for the next 12 months without raising additional funds.

Difficult conditions in the global capital markets and the general economy may materially and adversely affect our business and results of operations, and we do not expect these conditions to improve in the near future.

Our results of operations are materially affected by conditions in the domestic capital markets and the general economy. Recent concerns over inflation, energy costs, geopolitical issues, the availability and cost of credit, the U.S. mortgage market and a declining real estate market in the U.S. have contributed to increased volatility and diminished expectation for the economy and the markets going forward. These factors, combined with volatile (and currently depressed) oil and gas prices, declining business and consumer confidence and increased unemployment, have precipitated an economic slowdown and fears of a continued recession. In addition, the fixed-income markets are experiencing a period of extreme volatility that has negatively impacted market liquidity conditions.

Because we have a very limited operating history, investors have little basis to evaluate our ability to operate.

Our activities to date have been focused on raising capital funds, exploring our properties and preparing those properties for production. Although some of our mine and concentrating facilities have previously operated, these operations were carried out under different ownership and, therefore, we face all of the risks commonly encountered by other businesses that lack an established operating history including the need for additional capital, personnel and intense competition. There is no assurance that our business plan will be successful.

Any future revenues and profits are uncertain.

Prior to completion of the development and pre-production stage, we will incur increased operating expenses without realizing any significant revenues. We expect to incur continued and significant losses until such time that we achieve commercial production levels and generate sufficient revenue to fund continuing operations. As a result of continuing losses, we may exhaust all of our resources and be unable to complete development of our planned mining operations. There is no certainty that we will produce revenue from any source, operate profitably or provide a return on investment in the future. If we are unable to generate revenues or profits, our shareholders might not be able to realize returns on their investment in our common shares.

Our ability to become and remain profitable over the long term will depend on our ability to identify, explore and develop our current and additional properties we may acquire in the future.

Zinc and other mineral properties are wasting assets. They eventually become depleted or uneconomical to continue mining. Our ability to become and remain profitable over the long term depends on our ability to finalize the design, permit, development and profitable extraction and recovery of mineral resources beyond our current planned mine life. If our ability to expand the operations beyond their current planned mined lives does not occur, we may seek to acquire other precious and base metals properties beyond our current properties. The acquisition of precious and base metals properties and their exploration and development are subject to intense competition. Companies with greater financial resources, larger staff, more experience and more equipment for exploration and development may be in a better position to compete for such mineral properties. If we are unable to find, develop and economically mine new properties, we most likely will not be profitable on a long-term basis and the price of our common stock may suffer.

The planned pre-mining activities and re-start of the Company’s Balmat Mine involves numerous uncertainties that could affect the feasibility or profitability of such plans.

Mine development projects, including re-starting a historically operating mining operation, require significant expenditures before production is possible. The completion and economic feasibility of such projects is based on many factors and includes risks such as potential delays, cost overruns, shortages of material or labor, construction defects, breakdowns and injuries to persons and property. We expect to engage self-employed personnel, subcontractors and material suppliers in connection with the refurbishment and development of our mine project. While we anticipate taking all measures that we deem reasonable and prudent in connection with refurbishment of the mine and the operation of the mill, there is no assurance that the risks described above will not cause delays or cost overruns in connection with such refurbishment or operation. Any delays would postpone our anticipated receipt of revenue and adversely affect our operations which in turn may adversely affect the price of our stock.

Future revenue is dependent upon our ability to secure a commercially viable sales outlet for our zinc concentrate.

We do not currently have any sales contracts in place and as we are currently pre-production, no potential customers have been able to test our product to ensure it meets desired specifications. Our business plans would be adversely affected in the event that our concentrates are not deemed saleable.

Increased costs could affect our ability to re-start the Balmat Mine and return it to production and, once in production, to be profitable.

We have estimated the initial capital costs required to re-start the Balmat Mine and return it to commercial production at approximately $14.7 million. The actual costs may be higher than we presently anticipate which could make it more difficult to finance such activities or to successfully establish mining operations.

We anticipate that our future operating costs will vary from year to year due to a number of factors, such as changing ore grade, metallurgy and revisions to mine plans in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as oil, gas, reagents/chemicals, steel, rubber and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production less profitable or not profitable at all. A material increase in costs could also impact our ability to commence or maintain future development or mining operations.

Estimates of mineralized material are based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated.

There are numerous uncertainties inherent in estimating quantities of mineralized material ~~such as copper, gold and silver~~ including many factors beyond our control and no assurance can be given that the recovery of mineralized material will be realized. In general, estimates of mineralized material are based upon a number of factors and assumptions made as of the date on which the estimates are determined, including:

	●	the geological and engineering estimates that have inherent uncertainties and the assumed effects of regulation by governmental agencies;

	●	the judgment of the engineers preparing the estimates;

	●	the estimates of future metals prices and operating costs;

	●	the quality and quantity of available data;

	●	the interpretation of that data; and

	●	the accuracy of various mandated economic assumptions all of which may vary considerably from actual results.

Until mineralized material is actually mined and processed, it must be considered an estimate only. These estimates are imprecise and depend on geological interpretation and statistical inferences drawn from drilling and sampling analysis which may prove to be unreliable. We cannot assure that these mineralized material estimates will be accurate or that this mineralized material can be mined or processed profitably. Any material changes in estimates of mineralized material will affect the economic viability of placing a property into production and such property’s return on capital. There can be no assurance that minerals recovered in small-scale metallurgical tests will be recovered at production scale.

WeThe ~~may~~volatility ~~have~~of ~~difficulty~~zinc ~~meeting~~prices could adversely affect our ~~current~~future operations and, ~~future~~if ~~capital~~warranted, ~~requirements~~our ability to develop our properties.

~~Our~~The ~~management~~potential ~~and~~for ~~Board~~profitability of ~~Directors~~our ~~monitor overall costs and expenses and~~operations, ifthe ~~necessary,~~value ~~adjust~~of ~~programs~~our properties and ~~planned~~our ~~expenditures in~~ability ~~an attempt~~ to ~~ensure~~raise ~~sufficient~~funding ~~operating capital. We continue~~ to ~~evaluate~~conduct ~~costs~~continued exploration and ~~planned expenditures for on-going~~ development, ~~care~~ ~~and~~if ~~maintenance efforts at our mineral properties. The continued development~~warranted, ~~care~~are ~~and~~directly ~~maintenance~~related ofto ~~our~~the ~~mineral~~market ~~properties will~~prices ~~require significant amounts~~ of ~~additional capital~~zinc. AsZinc aprices ~~result,~~can wefluctuate ~~likely will need to explore raising additional capital~~widely ~~during fiscal 2015~~ and ~~beyond~~are soaffected ~~that~~by wenumerous ~~can~~factors ~~continue~~beyond ~~to fully fund~~ our ~~planned~~control ~~activities.~~including ~~Our~~interest ~~ability~~rates, toexpectations ~~obtain~~for ~~this~~inflation, ~~financing will~~speculation, ~~depend upon~~currency values, ~~among~~global ~~other~~and ~~things~~regional demand, the ~~price~~political ~~of minerals~~ and ~~the~~economic ~~industry’s~~conditions ~~perception~~ of ~~its~~major ~~future~~zinc ~~price.~~producing/consuming ~~The~~countries ~~extraordinary~~throughout ~~conditions in~~ the ~~global~~world, ~~financial~~ and ~~capital~~production ~~markets~~costs ~~have~~in ~~currently~~major ~~limited~~metal ~~the~~producing ~~availability~~regions of ~~this~~the ~~funding~~world. ~~Therefore,~~The ~~availability~~ price of ~~funding~~zinc ismay ~~dependent~~also ~~largely~~have ~~upon~~a ~~factors~~significant ~~outside~~influence on ofthe ~~our~~market ~~control~~price ~~and~~of ~~cannot~~our becommon ~~accurately~~stock ~~predicted.~~and If the ~~disruptions~~value ~~in the~~of ~~global~~our ~~financial~~properties. ~~and~~A ~~capital~~decrease ~~markets~~in ~~continue,~~zinc ~~debt~~prices ~~or equity financing~~ may ~~not~~prevent beour ~~available~~property ~~to us on acceptable terms, if~~from atbeing ~~all.~~economically Ifmined weor ~~are~~result ~~unable~~in tothe ~~fund~~write-off ~~future~~of ~~operations~~assets bywhose ~~way~~value ofis ~~financing,~~impaired ~~including~~as ~~public~~a orresult ~~private offerings~~ of ~~equity~~lower orzinc ~~debt securities, our business, financial condition and exploration activities will be adversely impacted~~prices.

The volatility of the price of gold or silver and other precious metals could adversely affect our future operations and, if warranted, our ability to develop our properties.

The potential for profitability of our operations, the value of our properties and our ability to raise funding to conduct continued exploration and development, if warranted, are directly related to the market prices of gold, silver and other precious metals. The prices of such metals fluctuate widely and are affected by numerous factors beyond our control including interest rates, expectations for inflation, speculation, currency values (in particular the strength of the U.S. dollar), global and regional demand, political and economic conditions, global and regional demand, the sale of gold and silver by central banks, the political and economic conditions of major gold and silver producing countries throughout the world, and production costs in major metal producing regions of the world. The price of gold may also have a significant influence on the market price of our common stock and the value of our properties. Our decision to put a mine into production and to commit the funds necessary for that purpose must be made long before the first revenue from production would be received. A decrease in the prices of gold or silver may prevent our property from being economically mined or result in the write-off of assets whose value is impaired as a result of lower gold, zinc, lead, copper or silver prices.

The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses.

Exploration for and the production of minerals is highly speculative and involves greater risk than many other businesses. Many exploration programs do not result in the discovery of mineralization and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Our operations are, and any future development or mining operations we may conduct will be, subject to all of the operating hazards and risks normally incident to exploring for and development of mineral properties, such as, but not limited to:

● economically insufficient mineralized material; ● fluctuation in production costs that make mining uneconomical; ● labor disputes; ● unanticipated variations in grade and other geologic problems; ● environmental hazards; ● water conditions; ● difficult surface or underground conditions; ● industrial accidents; ● metallurgic and other processing problems; ● regulatory curtailments or shutdowns; ● mechanical and equipment performance problems; ● failure of pit walls or dams; ● unusual or unexpected rock formations; ● personal injury, fire, flooding, cave-ins, ~~and~~earthquakes, landslides and rock-bursts; and ● decrease in the value of mineralized material due to lower ~~gold~~zinc ~~or silver~~ prices.

Any of these risks can materially and adversely affect, among other things, the development of properties, production quantities and rates, costs and expenditures, potential revenues and production dates. We currently have limited insurance to guard against some of these risks. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a write down of our investment in these interests. All of these factors may result in losses in relation to amounts spent which are not recoverable or result in additional expenses.

~~Difficult~~Additionally, ~~conditions~~as ina ~~the~~result ~~global~~of ~~capital~~some ~~markets~~or ~~and~~a ~~the~~combination ~~economy~~of ~~generally~~any ~~may~~of ~~materially~~the ~~and~~above ~~adversely~~conditions, ~~affect~~access to our ~~business~~mineral ~~and~~properties ~~results~~may be restricted during parts of ~~operations,~~the ~~and~~year. weDuring dothe ~~not~~winter ~~expect~~months, ~~these~~heavy ~~conditions~~snowfall can make it difficult to ~~improve~~undertake work programs. Frequent inclement weather in the ~~near~~winter ~~future~~months can make development and mining activities difficult for short periods of time.

Our results of operations are materially affected by conditions in the domestic capital markets and the economy generally. The stress experienced by domestic capital markets that began in the second half of 2007 has continued and substantially increased into the present. Recently, concerns over inflation, energy costs, geopolitical issues, the availability and cost of credit, the U.S. mortgage market and a declining real estate market in the U.S. have contributed to increased volatility and diminished expectation for the economy and the markets going forward. These factors, combined with volatile oil and gas prices, declining business and consumer confidence and increased unemployment, have precipitated an economic slowdown and fears of a continued recession. In addition, the fixed-income markets are experiencing a period of extreme volatility that has negatively impacted market liquidity conditions.

Title to our properties may be challenged or defective.

Our planned future operations and exploration activities may require amendments to our currently approved permits from various governmental authorities. Our operations are and will continue to be governed by laws and regulations governing prospecting, mineral exploration, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety, mining royalties and other matters. There can be no assurance that we will be able to acquire all required licenses, permits, amendments or property rights on reasonable terms in a timely manner, or at all, and that such terms will not be adversely changed, that required extensions will be granted or that the issuance of such licenses, permits or property rights will not be challenged by third parties.

We attempt to confirm the validity of our rights of title to, or contract rights with respect to, each mineral property in which we have a material interest. However, we cannot guarantee that title to our properties will not be challenged. Our mineral properties may be subject to prior unregistered agreements, interests or native land claims, and title may be affected by undetected defects. There may be valid challenges to the title of any of the claims comprising our mineral properties that, if successful, could impair possible development and/or operations with respect to such properties in the future. Challenges to permits or property rights, whether successful or unsuccessful; changes to the terms of permits or property rights or a failure to comply with the terms of any permits or property rights that have been obtained could have a material adverse effect on our business by delaying, preventing or making continued operations economically unfeasible.

8We are subject to complex environmental and other regulatory risks, which could expose us to significant liability and delay, and potentially the suspension or termination of our operations and/or our development efforts.

We are subject to complex environmental and other regulatory risks, which could expose us to significant liability and delay, and potentially the suspension or termination of our development efforts.

Compliance with environmental quality requirements and reclamation laws imposed by federal, state, provincial and local governmental authorities may:

	●	require significant capital outlays;

	●	materially affect the economics of a given property;

	●	cause material changes or delays in our intended activities; and

	●	expose us to lawsuits.

These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Applicable authorities may require us to prepare and present data pertaining to the effect or impact that any proposed exploration for or production of minerals may have upon the environment. The requirements imposed by any such authorities may be costly, time consuming, and delay operations. Future legislation and regulations designed to protect the environment, as well as future interpretations of existing laws and regulations, may require substantial increases in equipment and operating costs and delays, interruptions, or a termination of operations. We cannot accurately predict or estimate the impact of any such future laws or regulations, or future interpretations of existing laws and regulations, on our operations.

Historic mining activities have occurred on certain areas of our properties by unrelated parties prior to the general mining law of 1872, prior to the Federal Land Policy and Management Act of 1976, prior to the Resources Conservation & Recovery Act of October 21, 1978, and subsequent other Federal/State regulatory acts and statutes. If such historic activities have resulted in releases or threatened releases of regulated substances to the environment, potential for liability, however unlikely, may exist under federal or state remediation statutes. Such liability would include remediating any damage that we may have caused including costs for removing or remediating the release and damage to natural resources, including ground water, as well as the payment of fines and penalties. We are not aware of any such claims under these statutes at this time and cannot predict whether any such claims will be asserted in the future.

We may produce air emissions and pollutions that could fall under the jurisdiction of U.S. federal laws.

Under the U.S. Resource Conservation and Recovery Act, mining companies may incur costs for generating, transporting, treating, storing or disposing of hazardous waste, as well as for closure and post-closure maintenance once they have completed mining activities on a property. Our mining operations may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, storage facilities and the use of mobile sources such as trucks and heavy construction equipment which are subject to review, monitoring and/or control requirements under the Federal Clean Air Act and state air quality laws. Permitting rules may impose limitations on our production levels or create additional capital expenditures in order to comply with the rules.

Legislation has been proposed that would significantly affect the mining industry.

Periodically, members of the U.S. Congress have introduced bills which would supplant or alter the provisions of the General Mining Law of 1872 which governs the unpatented claims that we control with respect to our U.S. properties. One such amendment has become law and has imposed a moratorium on the patenting of mining claims which reduced the security of title provided by unpatented claims such as those on our properties. If additional legislation is enacted, it could substantially increase the cost of holding unpatented mining claims by requiring payment of royalties and could significantly impair our ability to develop mineral estimates on unpatented mining claims. Such bills have proposed, among other things, to make permanent the patent moratorium, to impose a federal royalty on production from unpatented mining claims and to declare certain lands as unsuitable for mining. Although it is impossible to predict at this time what royalties may be imposed in the future, the imposition of such royalties could adversely affect the potential for development of such mining claims and the economics of existing operating mines on federal unpatented mining claims. Passage of such legislation could adversely affect our business.

Our operations are subject to permitting requirements which could require us to delay, suspend or terminate our operations on our mining properties.

Our operations, including ongoing exploration drilling programs, require permits from state and federal governments including permits for the use of water and for drilling wells for water. We may be unable to obtain these permits in a timely manner, on reasonable terms, on terms that provide us sufficient resources to develop or operate our properties or at all. Even if we are able to obtain such permits, the time required by the permitting process can be significant. If we cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, our timetable and business plan for exploration and operation of our properties will be adversely affected which may in turn adversely affect our results of operations, financial condition and cash flows.

9Land reclamation requirements for our properties may be burdensome or too expensive.

Although variable depending on location and the governing authority, land or other reclamation requirements are generally imposed on mineral exploration companies as well as companies with mining operations to minimize the long-term effects of land or other disturbance. To carry out reclamation obligations imposed on us in connection with the potential development and production activities at the Balmat Mine and other properties, we must allocate financial resources that might otherwise be spent on further exploration and future development programs. We have set up a provision for reclamation obligations as currently anticipated for disturbance associated with the Balmat Mine and Chopar Property, as appropriate, but this provision may ~~face~~not abe ~~shortage~~adequate. ofIf ~~water~~we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.

Water is essential in all phases of the exploration, development and operation of mineral properties. The nature of our operations requires water to be used in such processes as exploration, drilling, testing, dust suppression, milling and tailings disposal. The lack of available water and the cost of acquisition may make an otherwise viable project economically impossible to complete.

Global climate change is an international concern and could impact our ability to conduct future operations.

Global climate change is an international issue and receives an enormous amount of publicity. We would expect that the imposition of international treaties or federal, state or local laws or regulations pertaining to mandatory reductions in energy consumption or emissions of greenhouse ~~gasses~~gases could affect the feasibility of our mining projects and increase our operating costs.

~~Because~~Additionally, ~~access~~legislation and increased regulation regarding climate change could impose significant costs on us and/or our suppliers, including costs related to ~~the~~increased ~~mineral~~energy ~~property~~requirements, ~~may~~capital beequipment, ~~restricted~~environmental bymonitoring ~~inclement~~and ~~weather~~reporting and/or other ~~hazards~~costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such regulations. Given the political significance and uncertainty around the impact of climate change and how it should be dealt with, we ~~may~~cannot bepredict ~~delayed~~how inlegislation and regulation will affect our ~~development~~financial condition, ~~efforts~~operating performance or ability to compete.

We are subject to risks and hazards including environmental hazards, the existence of unusual or unexpected geological formations and the occurrence of cave-ins, flooding, earthquakes and periodic interruptions due to inclement or hazardous weather conditions. As a result, access to our mineral properties may be restricted during parts of the year. During the winter months, heavy snowfall can make it difficult to undertake work programs. Frequent inclement weather in the winter months can make development and mining activities difficult for short periods of time.

We may face a shortage of supplies, equipment and materials.

The mineral industry has experienced from time to time shortages of certain supplies, equipment and materials necessary in the exploration, evaluation, development and production of mineral deposits. The prices at which such supplies and materials are available have also ~~greatly~~ increased. Our planned operations could be subject to delays due to such shortages and further price escalations could increase our costs for such supplies, equipment and materials. Our experience and that of others in the industry is that suppliers are often unable to meet contractual obligations for supplies, equipment, materials and services and that alternate sources of supply do not exist.

~~The~~We ~~market~~may ~~for~~face ~~obtaining~~a ~~desirable~~shortage ~~properties,~~of ~~investment capital, and outside engineers and consultants is highly competitive~~water.

~~Presently,~~Water weis ~~utilize~~essential ~~outside consultants, and~~ in ~~large~~all ~~part~~phases ~~rely~~of on the ~~personal efforts of our officers and director. Our success will depend~~exploration, indevelopment ~~part, upon the ability to attract~~ and ~~retain~~operation ~~qualified~~of ~~outside engineers and other professionals to develop and operate our~~ mineral properties. inThe ~~addition~~nature toof ~~obtaining investment capital to conduct~~ our ~~mining~~ operations. ~~We believe that we will be~~requires ~~able~~water to ~~attract competent employees and consultants but no assurance can~~ be ~~given~~used ~~that~~in wesuch ~~will~~processes beas ~~successful~~exploration, indrilling, ~~this~~testing, ~~regard~~dust ~~as competition~~suppression, ~~for~~milling ~~these~~and ~~professionals~~tailings ~~is highly competitive~~disposal. IfThe welack of ~~are~~available ~~unable~~water toand ~~engage~~the ~~and~~cost ~~retain~~of ~~the~~acquisition ~~necessary~~may ~~personnel,~~make ~~our business~~an ~~would~~otherwise beviable ~~materially~~project ~~and~~economically ~~adversely~~impossible ~~affected~~to complete.

We depend upon a limited number of personnel and the loss of any of these individuals could adversely affect our business.

IfOur ~~any~~success ofis ~~our~~currently ~~current~~largely ~~executive~~dependent ~~employees~~on ~~were~~the ~~to die~~performance, ~~become~~retention ~~disabled~~and orabilities ~~leave~~of our ~~company~~directors, weofficers, ~~would~~employees ~~be forced to identify~~ and ~~retain~~contractors. ~~individuals~~The toloss ~~replace~~of ~~them.~~the ~~Mr.~~services ~~Joseph~~of ~~Marchal~~these ispersons ~~our~~could ~~CEO,~~have ~~Chairman~~a ~~and~~material ~~our~~adverse ~~critical~~effect ~~employee~~on atour ~~this~~business ~~time~~and prospects. There is no assurance that we can ~~find~~maintain ~~suitable~~the ~~individuals~~services toof ~~replace~~our ~~him~~directors, orofficers, toemployees, ~~add~~contractors toor ~~our~~other ~~employee~~qualified ~~base~~personnel ifrequired ~~that~~to operate ~~becomes~~our ~~necessary~~business. WeFailure ~~are~~to ~~entirely dependent~~do onso ~~Mr.~~could ~~Marchal~~have asa ~~our~~material ~~critical~~adverse ~~personnel~~effect aton ~~this~~us ~~time~~and our prospects. We ~~have~~do nonot maintain “key man” life insurance policies on ~~Mr.~~any ~~Marchal~~of our officers or employees.

Our independent registered public accounting firm has substantial doubt as to our ability to continue as a going concern.

Because we have suffered recurring losses from operations and have a working capital deficit, our independent registered public accounting firm has concluded that there is substantial doubt as to our ability to continue as a going concern, and accordingly, has modified its report on our audited consolidated financial statements for the years ended December 31, 2014 and 2013, included in this annual report on Form 10-K, in the form of an explanatory paragraph describing the events that have given rise to this uncertainty. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have incurred substantial losses since our inception and may never be profitable.

We have incurred losses since inception resulting in an accumulated stockholders’ deficit of $7,761,023 as of December 31, 2014, and further losses have continued through the first quarter of 2015 and are anticipated in the development of our business. The ability to continue as a going concern is dependent upon generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from stockholders and directors and the private placement of common stock.

We currently have not entered into forward sales, commodity, derivatives or hedging arrangements with respect to our mineral production and as a result we are exposed to the impact of any significant decrease in mineral prices.

We expect to sell the minerals we produce at prevailing market prices. Currently, we have not entered into forward sales, commodity, derivative or hedging arrangements to establish a price in advance for the sale of future production although we may do so in the future. As a result, we may realize the benefit of any short-term increase in prices but we are not protected against decreases; and if prices decrease significantly, our expected future revenues may be materially and adversely affected.

Our ability to become and remain profitable over the long term will depend on our ability to identify, explore and develop our current and additional properties.

Gold, silver, and other mineral properties are wasting assets. They eventually become depleted or uneconomical to continue mining. Our ability to become and remain profitable over the long term depends on our ability to finalize the design, permit, development and profitable extraction and recovery of mineral resources beyond our current planned mine life. If our ability to expand the operations beyond their current planned mined lives does not occur, we may seek to acquire other precious and base metals properties beyond our current properties. The acquisition of precious and base metals properties and their exploration and development are subject to intense competition. Companies with greater financial resources, larger staff, more experience and more equipment for exploration and development may be in a better position to compete for such mineral properties. If we are unable to find, develop and economically mine new properties, we most likely will not be profitable on a long-term basis and the price of our common stock may suffer.

Because we have a very limited operating history, investors have little basis to evaluate our ability to operate.

Our activities to date have been focused on raising capital funds, exploring our properties and preparing those properties for production. Although some of our mine and concentrating facilities have previously operated, these operations were carried out under different ownership and, therefore, we face all of the risks commonly encountered by other businesses that lack an established operating history including the need for additional capital personnel and intense competition. There is no assurance that our business plan will be successful.

The construction of our mines and our mills are subject to all of the risks inherent in construction, start-up and operations.

These risks include potential delays, cost overruns, shortages of material or labor, construction defects, breakdowns and injuries to persons and property. We expect to engage self-employed personnel, subcontractors and material suppliers in connection with the construction and development of our mine projects. While we anticipate taking all measures that we deem reasonable and prudent in connection with construction of the mines and the operation of the mills, there is no assurance that the risks described above will not cause delays or cost overruns in connection with such construction or operation. Any delays would postpone our anticipated receipt of revenue and adversely affect our operations which in turn may adversely affect the price of our stock.

We do not insure against all of the risks to which we may be subject in our operations.

While we currently maintain insurance against general commercial liability claims and the physical assets at our projects, we do not maintain insurance to cover all of the potential risks associated with our operations. We might be subject to liability for environmental, pollution or other hazards associated with mineral exploration and development which risks may not be insured against, which may exceed the limits of our insurance coverage or which we may elect not to insure against because of premium costs or other reasons. We may also not be insured against interruptions to our operations. Losses from these or other events may cause us to incur significant costs which could materially and adversely affect our financial condition and our ability to fund activities on our property. A significant loss could force us to reduce or terminate our operations.

WeOur directors and senior management may ~~require~~be ~~significant~~engaged ~~additional~~in ~~capital~~other tobusinesses. ~~fund~~Potential ~~our~~conflicts ~~business~~of ~~plan~~interest or other obligations of management could interfere with corporate operations.

WeSome ~~will be required to expend significant funds to determine if proven and probable mineral reserves exist at some~~ of our ~~properties~~directors, to ~~continue~~officers ~~exploration,~~ and ifkey ~~warranted,~~contractors ~~develop~~may ~~our~~be ~~existing~~engaged ~~properties~~in ~~and~~additional tobusinesses, ~~identify~~or ~~and~~situations ~~acquire~~may ~~additional~~arise ~~properties~~where ~~to diversify~~ our ~~property~~directors, officers ~~portfolio.~~and ~~There~~contractors ~~can~~could be noin ~~assurance~~direct ~~that~~competition ~~any~~with ofus. ~~the development properties we now hold~~Conflicts, orif ~~which we may acquire~~any, will ~~contain a commercial ore reserve, and therefore, there can~~ be nodealt ~~assurance~~with ~~that~~in weaccordance ~~will~~with ~~ever generate a positive~~the ~~cash~~relevant ~~flow~~provisions ~~from the sale~~ of ~~production~~applicable onpolicies, ~~such~~regulations ~~properties~~and legislation. InSome ~~addition,~~of ~~once~~our wedirectors ~~decide~~and toofficers ~~place~~are aor ~~property~~may ~~into production, risks~~become ~~still~~directors ~~exist~~or ~~that~~officers ~~the amount and grade~~ of ~~the~~other ~~reserves~~entities ~~may~~engaged ~~be significantly less than predicted~~ in ~~geological~~other ~~and~~business ~~geophysical reserve reports prepared for us by third party professionals~~ventures. WeAs ~~have~~a ~~spent~~result ~~and~~of ~~will~~their beother ~~required~~business toendeavors, ~~continue to spend significant amounts~~our ~~of capital for drilling~~directors, ~~geological~~officers and ~~geochemical~~contractors ~~analysis,~~may ~~assaying~~not ~~and~~be ~~feasibility~~able ~~studies~~to ~~with~~devote ~~regard~~sufficient time to ~~the~~our ~~results~~business ofaffairs, ~~our exploration.~~which We may ~~not~~negatively ~~benefit~~affect our ~~from~~ability ~~these~~to ~~investments~~conduct ifongoing weoperations ~~are~~or ~~unable~~ to ~~identify~~generate ~~commercially exploitable mineralized material~~revenues.

Our ability to obtain necessary funding for these purposes, in turn, depends upon a number of factors including the status of the national and worldwide economy and the prices of gold and other precious and base metals. Capital markets worldwide have been adversely affected by substantial losses by financial institutions in turn caused by investments in asset-backed securities. We ~~may~~do not beinsure ~~successful~~against inall ~~obtaining~~of the ~~required~~risks ~~financing,~~to orwhich if we ~~can obtain such financing, such financing~~ may ~~not~~ be onsubject ~~terms that are favorable to us. Failure to obtain such additional financing could result~~ in ~~delay or indefinite postponement of further mining operations or exploration and development and the possible partial or total loss of~~ our ~~potential interest in our properties~~operations.

~~Our~~While ~~operating~~we currently maintain insurance against general commercial liability claims, we have not purchased property insurance and do not maintain insurance to cover all of the potential risks associated with our operations. We might be subject to liability for environmental, pollution or other hazards associated with mineral production, exploration and development which risks may not be insured against, which may exceed the limits of our insurance coverage or which we may elect not to insure against because of premium costs ~~could~~or other reasons. We may also not be ~~adversely~~insured ~~affected~~against byinterruptions ~~inflationary~~to ~~pressures~~our ~~especially~~operations. Losses from these or other events may cause us to ~~labor~~incur significant costs which could materially and ~~fuel~~adversely ~~costs~~affect our financial condition and our ability to fund activities on our property. A significant loss could force us to reduce or terminate our operations.

~~The~~We ~~global~~are ~~economy~~subject ~~is currently in a period of high commodity prices and, as a result, the mining industry is attempting~~ to ~~increase production. This has caused significant upward price pressures in~~ the ~~operating~~risk ~~costs~~ of ~~mining~~litigation, ~~companies especially in~~ the ~~area of~~causes ~~skilled labor. The skilled labor needed by the mining industry is in tight supply~~ and ~~its~~costs ~~cost is increasing. Many~~ of ~~our~~which ~~competitors have lower costs and their mines~~ are ~~located~~not inalways ~~better locations that may give them a competitive advantage in employee hiring and retention~~known.

~~The~~We ~~cost~~are ofsubject ~~fuel~~ to ~~run~~litigation ~~machinery~~arising in the normal course of business and ~~generate~~may ~~electricity~~be isinvolved ~~closely~~in ~~correlated~~disputes tothat ~~the~~may ~~price~~result in litigation. Although we are not aware of ~~oil~~any ~~and~~material ~~energy.~~pending ~~Over~~or ~~the~~threatened ~~past~~litigation ~~two~~or of any legal proceedings known to be contemplated ~~years~~which are, or would be, likely to have a material adverse effect upon us or our operations, taken as a whole, the ~~price~~causes of ~~oil~~potential future ~~has~~litigation ~~risen~~cannot ~~significantly~~be known and ~~has~~may ~~increased~~arise ~~the~~from, ~~operating~~among ~~cost~~other ofthings, ~~mines~~business ~~dependent~~activities, onenvironmental ~~fuel~~and health and safety concerns, share price volatility or failure to ~~run~~comply ~~their~~with ~~business~~disclosure obligations. The results of litigation cannot be predicted ~~Continued~~with ~~upward~~certainty ~~price~~but ~~pressures~~could ininclude, ~~our~~among ~~operating~~other ~~costs~~things, ~~may~~costly ~~cause~~damage usawards toor ~~generate~~settlements, ~~significantly~~fines, ~~less~~and ~~operating~~the ~~cash~~loss ~~flows~~of ~~than~~licenses, concessions ~~expected~~or ~~which~~rights. ~~would~~If we are unable to resolve a dispute favorably, either by judicial determination or settlement, it may have ana material adverse ~~impact~~effect toon our ~~business~~financial condition, cash flow or results of operations.

We ~~will~~depend ~~continue~~upon information technology systems, which are subject to ~~incur~~disruption, ~~losses~~damage, ~~for~~or ~~the~~failure ~~foreseeable~~and ~~future~~have risks associated with implementation and integration.

~~Prior~~We todepend ~~completion~~upon ofinformation technology systems in the ~~development~~conduct ~~and~~of ~~pre-production~~our ~~stage~~operations. Our information technology systems are subject to disruption, wedamage ~~anticipate~~or ~~that~~failure wefrom ~~will~~a ~~incur~~variety ~~increased~~of ~~operating~~sources, ~~expenses~~including, without limitation, computer viruses, security breaches, cyber-attacks, ~~realizing~~natural ~~any~~disasters ~~significant~~and ~~revenues~~defects in design. WeCybersecurity ~~expect~~incidents, toin ~~incur~~particular, ~~continued~~are evolving and ~~significant~~include, ~~losses~~but ~~until~~are ~~such~~not ~~time~~limited to, ~~that~~malicious wesoftware, ~~achieve~~attempts ~~commercial production~~to ~~from~~gain ~~our~~unauthorized ~~mining~~access ~~operations~~to ondata ~~our~~and ~~mineral~~other ~~claims.~~electronic Assecurity abreaches ~~result~~that ofcould ~~continuing~~lead ~~losses~~to disruptions in systems, weunauthorized ~~may~~release ~~exhaust~~of ~~all~~confidential or otherwise protected information or the corruption of ~~our~~data. ~~resources~~Various ~~and~~measures behave ~~unable~~been implemented to ~~complete~~manage ~~development~~our ofrisks ~~our~~related ~~planned~~to ~~mining~~the ~~operations~~information technology systems and network disruptions. ~~Our~~However, given ~~accumulated~~the ~~deficit~~unpredictability ~~will~~of ~~continue~~the totiming, ~~increase~~nature asand scope of information technology disruptions, we ~~continue~~ could potentially be subject to ~~incur~~downtimes, ~~losses.~~operational Wedelays, ~~may~~the ~~not~~compromising beof ~~able~~confidential toor ~~generate~~otherwise ~~profits~~protected information, destruction or ~~continue~~corruption of ~~operations~~data, ifsecurity webreaches, ~~are~~other ~~unable~~manipulation toor ~~generate~~improper ~~significant revenues~~use of our systems and networks or financial losses from ~~future~~remedial ~~mining~~actions, any of ~~the~~which ~~mineral~~could ~~claims~~have ~~and~~a material adverse effect on our ~~business~~cash ~~will~~flows, ~~most~~competitive ~~likely~~position, ~~fail~~financial condition or results of operations.

Risks Related To Our Common Stock

There currently is only a minimal public market for our common stock. Failure to develop or maintain a trading market could negatively affect the value of our common stock and make it difficult or impossible for investors to sell shares.

There currently is only a minimal public market for shares of our common stock and an active market may never develop. Our common stock is quoted on the ~~OTCQB~~OTC Pink tier of the OTC Markets Group Inc. under the symbol “SMRS.” We may not ever be able to satisfy the listing requirements for our common stock to be listed on a national exchange which are often a more widely-traded and liquid market. Some, but not all, of the factors that may delay or prevent the listing of our common stock on a more widely-traded and liquid market includes the following:

● our stockholders’ equity may be insufficient; ● the market value of our outstanding securities may be too low; ● our net income from operations may be too low; ● our common stock may not be sufficiently widely held; ~~● our inability to secure market makers for our common stock; and ● our inability to meet the rules and requirements mandated by the several exchanges and markets.~~

~~If we~~● ~~fail~~our inability to ~~maintain~~secure anmarket ~~effective~~makers ~~system~~for ~~of internal control over financial reporting, we may not be able to accurately report~~ our ~~financial~~common ~~results.~~stock; ~~As a result, current~~ and ~~potential~~● ~~shareholders could lose confidence in~~ our ~~financial~~inability ~~reporting~~to ~~which would~~meet ~~harm~~the ~~our~~rules ~~business~~ and ~~result~~requirements inmandated aby ~~restatement~~the ofseveral ~~our~~exchanges ~~financial~~and ~~statements~~markets.

~~Our~~If ~~management has determined that for the years ended December 31, 2014 and 2013,~~ we ~~did~~fail ~~not~~to maintain an effective ~~internal~~system ~~controls over financial reporting as a result~~ of ~~identified material weaknesses in our~~ internal control over financial reporting, ~~described later~~we inmay ~~this~~not ~~report.~~be ~~There~~able ~~are~~to noaccurately ~~assurances~~report our ~~that~~financial ~~these~~results, ~~material~~which ~~weaknesses~~could ~~will~~lead ~~not~~to ~~result~~a inrestatement ~~errors~~of in our financial statements ~~in future periods~~. IfAs wea ~~are~~result, ~~required~~current toand ~~restate~~potential ~~our~~shareholders could ~~financial~~lose ~~statements,~~confidence wein ~~will~~our ~~incur~~financial ~~additional~~reporting ~~costs~~which ~~and~~would ~~could~~harm beour ~~subject to litigation~~business.

Our management determined in prior years, including for the year ended December 31, 2014, that we did not maintain effective internal controls over financial reporting as a result of identified material weaknesses in our internal control over financial reporting. While we have taken steps to remediate these control deficiencies, there are no assurances that any future deficiencies will not result in errors in our financial statements in future periods. If we are required to restate our financial statements, we will incur additional costs and could be subject to litigation.

We cannot assure investors that the common stock will become liquid or that it will be listed on a national securities exchange.

Until our common stock is listed on a national securities exchange such as the New York Stock Exchange or the Nasdaq Stock Market, we expect our common stock to remain eligible for quotation on the ~~OTCQB~~OTC Pink or other over-the-counter quotation systems. In such venues, however, an investor may find it difficult to obtain accurate quotations as to the market value of our common stock. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on brokers or dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations ~~may~~ may deter brokers or dealers from recommending or selling our common stock which may further affect the liquidity of the common stock. This would also make it more difficult for us to raise capital.

The application of the “penny stock” rules could adversely affect the market price of our common stock and increase transaction costs to sell those such stock.

The SEC has adopted rule 3a51-1 that establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires that a broker or dealer needs to:

	●	approve a person’s account for transactions in penny stocks, and

	●	receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

	●	obtain financial information and investment experience objectives of the person and

	●	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market which, in highlight form:

	●	sets forth the basis on which the broker or dealer made the suitability determination and

	●	declares that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.

The market price for our common stock is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of profits that could lead to wide fluctuations in our stock price. Investors may be unable to sell our common stock at or above the original purchase price, which may result in substantial losses.

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our stock price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our stock price is attributable to a number of factors. First, as noted above, our common stock is sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our stock could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date and uncertainty of future market acceptance for our potential products and services. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common stock regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time including as to whether our common stock will sustain their current market prices or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

The market price for our common stock is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of profits. Investors may be unable to sell our common stock at or above the original purchase price, which may result in substantial losses.

We do not pay dividends on our common stock.

We have not paid any dividends on our common stock and do not anticipate paying dividends in the foreseeable future. We plan to retain earnings, if any, to finance the development and expansion of our business. In the absence of dividends, investors will only see a return on their investment if the value of our common shares appreciates.

Dilution through outstanding common share options and warrants could adversely affect the trading price of our common shares. Future common share issuances or conversions of preferred shares could also lead to dilution.

We have issued common stock warrants as part of various investments made to date. Additionally, we have issued common shares as well as options to purchase common shares to various employees, consultants and third parties. To the extent that significant numbers of options or warrants may be granted and exercised, the interests of the other shareholders may be diluted. As of December 31, 2015, there were 9,197,500 warrants and 250,000 common share purchase options outstanding, which, if exercised, would result in an additional 9,447,500 common shares being issued and outstanding, which equals approximately 24.9% of our common shares outstanding as of December 31, 2015.

In addition, the Company has outstanding preferred stock that was convertible into a total of 2,065,000 common shares as of December 31, 2015, which equals approximately 5.4% of our common stock outstanding as of December 31, 2015.

Finally, as of December 31, 2015, the Company has outstanding convertible notes that were convertible into a total of 962,500 common shares, which equals approximately 2.5% of our common stock outstanding as of December 31, 2015.

Rule 144 related risk.

The SEC adopted amendments to Rule 144 which became effective on February 15, 2008 that apply to securities acquired both before and after that date. Under these amendments, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that: (i) such person is not deemed to have been one of our affiliates at the time of or at any time during the three months preceding a sale, (ii) we are subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for at least 90 days before the sale and (iii) if the sale occurs prior to satisfaction of a one-year holding period, we provide current information at the time of sale.

Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding a sale, would be subject to additional restrictions by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

	●	1% of the total number of securities of the same class then outstanding; or

	●	the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

Restrictions on the reliance of Rule 144 by shell companies or former shell companies.

Historically, the SEC staff has taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies like us. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met:

	●	the issuer of the securities that was formerly a shell company has ceased to be a shell company;

	●	the issuer of the securities is subject to the reporting requirements of Section 14 or 15(d) of the Exchange Act;

	●	the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

	●	at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.

ITEM 1B. UNRESOLVED STAFF COMMENTS

~~Not applicable to a smaller reporting company~~None.

ITEM 2. PROPERTIES

~~Administrative~~We ~~Offices~~currently have an interest in one early stage exploration property and one near production zinc mine. Our early stage exploration property, which we refer to as our Chopar Project, is located in the Star Mountain district of Utah while our near production zinc mine, which we refer to as our Balmat Mine, is located in upper New York State.

~~Our~~During ~~primary~~2014, ~~business~~we ~~office~~discontinued isefforts ~~located~~to explore for minerals at ~~605~~the W,Spor ~~Knox~~Mountain/Dugway ~~Rd.,~~Minerals ~~Suite~~project ~~202,~~which ~~Tempe~~consisted of nine mining claims and three metalliferous mineral lease sections located in Juab County, AZUtah. ~~Our~~At ~~phone~~that ~~number~~time, iswe ~~702-933-0808.~~recorded ~~Our~~a ~~business~~$2 ~~office~~impairment ischarge ~~made~~against ~~available~~mineral byrights arelated ~~shareholder~~to atthis nodiscontinued ~~cost~~project.

InDuring ~~addition~~2015, ~~see~~we ~~Item~~relinquished 1,our ~~“Business—Projects”~~easement rights for ~~specific~~excavation ~~information~~and ~~about~~harvesting ~~our~~as part of to the Ogden Bay Minerals project in West Ogden, Utah. The Ogden Bay Minerals project was a mineral ~~leases~~excavation project commissioned by various State and ~~mining~~federal ~~claims~~agencies to restore habitat, repair damage, dredge silt and sand and remove debris from the Weber River. Since no amounts related to this project had been capitalized, relinquishing our rights to this project did not result in the recognition of any impairment charge.

14Balmat Mine (Zinc)

~~Star~~In ~~Mountain/Chopar~~November 2015, we acquired the Balmat Mine ~~(Star~~as ~~Mining~~part ~~District)~~of our acquisition of Northern Zinc and Balmat Holding. The Balmat Mine is located in northern New York State, approximately 7 miles southeast of Gouverneur, New York, 100 miles northeast of Syracuse, New York and 38 miles via State Road #812 from the St. Lawrence Seaway at Ogdensburg, NY. While currently on care and maintenance, the Balmat Mine has been well maintained and is fully permitted and, based on our assessment, can be returned to production following a short refurbishment period.

On April 23, 2012, the Company paid and capitalized $22,113 to acquire 116 unpatented lode mining claims from the Bureau of Land Management related to the Star Mountain project near Milford, Utah. Collectively, the Star Mountain claims and lease encompass a total area of approximately 3,740 acres.

Star Mountain Mining District Chopar Claim Map: showing claim corners and boundaries.

~~Mineral~~The ~~Lease~~Balmat ~~Tract~~Mine ~~Boundaries~~is ~~T28S,~~located ~~R12W,~~in ~~SLB&M,~~the ~~Sec~~historic Balmat Zinc District that has been the home to zinc mining operations for more than 85 years. 2From ~~[All]~~initial discovery in the early 1900’s, several zinc mines in the district have produced a cumulative 43 million tons of ore grading 9.5% zinc. The mine site is surrounded by heavily treed bedrock ridges with interspersed low-lying marsh areas. The area is covered by gravel and ~~T29S,~~clay ~~R12W~~overburden. The Gouverneur area has a typical mid-continental climate with warm summers and cold winters moderated by proximity to the Great Lakes. The average annual temperatures range from 53oF to 38oF with the summer temperatures ranging between 60oF to 80oF and the winter temperatures between 30oF to -13oF. The area averages 115 frost-free days per year and 40 inches of precipitation, ~~SLB&M~~70% as snow. The town of Gouverneur has a population of approximately 6,000 ~~Sec~~and services an outlying rural population of 35,000. 2The ~~[All]~~town is well serviced with hospital and railway.

The historic Balmat Zinc District consists of four mines: the Edwards mine produced from 1915 to 1980, the Balmat mine from 1930 to 2008, the Pierrepont mine from 1982 to 2001 and the Hyatt mine from 1974 to 1998, on an intermittent basis. The Balmat mine operated continuously from 1930 to 2001 when production ceased due to depressed zinc prices. Production resumed in 2006 until the mine was placed on care and maintenance in the fall of 2008.

The assets of the Balmat Mine include 2,699 acres of fee simple surface rights, 51,428 acres of mineral rights, an underground zinc mine and primary crusher, a 4,000 ton per day production hoist, a 5,000 ton per day mill and concentrator, a 12,000 ton concentrate storage shed, tailings storage area and containment dam, rail access, underground equipment, support facilities and infrastructure and a full complement of mobile mining equipment.

The majority of the fee simple surface rights consist of the 1,754 acres in the town of Fowler where the Balmat mine, mill, and tailings disposal facility are located. Nine parcels totaling 703 acres are owned in the town of Edwards, which includes the Edwards mine. The remaining 242 acres include the Pierrepont mine, which is located on four owned parcels.

In addition to the 51,428 acres of owned mineral rights, which are located in St. Lawrence and Franklin Counties, Balmat controls another 4,774 acres of mineral rights through leases and options. The leases have an initial 20-year term, are renewable for an additional 20 years and are subject to a 4% net smelter return royalty while the optioned mineral rights have an initial 5-year term, are renewable and are subject to a $4 per acre annual option payment. Average royalties covering all of Balmat’s mineral holdings are estimated at 0.3% over Balmat’s future production. Approximately 2,500 acres of the mineral rights are controlled under a reciprocal lease agreement with the Gouverneur Talc Company.

The tailings disposal facility covers approximately 200 acres. Water from the tailings flows through a series of retention ponds before being discharged into Turnpike Creek. Discharge is regulated by state permit. The remaining tailings capacity is estimated to be 9 million tons, or 20 to 25 years of production based on current planned production rates.

The Balmat Mine contains 14 known zones of zinc mineralization. The deposits tend to occur in clusters. Three clusters have been defined consisting of three to five orebodies each. Geometry of mineralization varies, ranging from tabular to podiform and from shallow to steeply dipping. Areas defined to date contain tonnages ranging from roughly 0.5 million tons to over 10 million tons. Typical thickness ranges from two feet to 12 feet thick. Mineralization tends to be very continuous along strike, ranging from 50 feet to 800 feet. Plunge-lengths may exceed 6,000 feet.

The ~~Star~~following ~~Mountain~~map ~~lease~~shows has an initial term of 10 years, subject to certain extension provisions. The future minimum annual rental commitment is $1.00 per acre (or $1,408). The lease also provides for a minimum annual royalty payment of $4,224 beginning in the ~~11th~~locations ~~year~~ of the ~~lease~~Balmat ~~(if~~zinc ~~extended),~~orebodies ~~and~~currently ~~requires~~being ~~contingent~~considered ~~production~~for ~~royalty~~further ~~payments based on 4% to 8% of the gross value (as defined in the lease) of non-fissionable and fissionable metalliferous minerals, respectively, extracted from the leased area.~~production:

~~The~~We ~~Company’s~~have ~~lode~~not ~~mining~~yet ~~claim~~conducted ~~mineral~~any ~~rights on the Chopar Mine properties consist~~ of ~~lode~~our ~~mining~~own ~~claims~~exploration work on ~~United States Forest Service land. The mineral rights were acquired by staking lode mining claims as per~~ the ~~Mining~~Balmat ~~Law of 1872. Each lode mining claim in respect to the Chopar~~ Mine project consists of Approx. 20 acres. All claims are subject to an annual maintenance fee of $140.00/claim due on or before September 1st each year. Mining claims are subject to the same risk of defective title that is common to all real property ~~interests~~. ~~Additionally~~Notwithstanding, ~~mining~~the ~~claims are self-initiated and self-maintained and therefore, possess some unique vulnerabilities not associated with other types of~~ property ~~interests. It~~ is ~~impossible~~at ~~to ascertain the validity of unpatented mining claims solely from~~ an ~~examination of public real estate records and, therefore, it can be difficult or impossible~~advanced tostage ~~confirm that all~~ of ~~the~~development ~~requisite~~with ~~steps~~a ~~have~~calculated ~~been~~mineral ~~followed~~reserve ~~for~~supporting ~~location and maintenance of~~ a ~~claim~~2.5-year ~~Furthermore,~~mine asplan. ~~these~~We ~~interests are~~have ~~derived~~also ~~from~~identified ~~multiple~~mineralized ~~jurisdictions, the risk of a defective claim or other problems with ownership and development of the~~material ~~claim~~adjacent ~~(including but not limited~~ to the ~~right~~current ofreserves ~~eminent domain) is compounded further. If the validity~~ of asimilar ~~patented~~grade ~~mining claim or mineral interest is challenged by an applicable governmental body on the grounds~~ that ~~mineralization~~we ~~has~~believe ~~not~~have ~~been demonstrated,~~ the ~~claimant~~potential ~~has~~to ~~the~~be ~~burden~~reclassified ofto ~~proving~~reserve ~~the~~status ~~present~~as ~~economic~~mining progresses ~~feasibility~~and ofadditional ~~mining~~exploration ~~minerals~~work ~~located~~is ~~thereon~~performed. ~~Such~~We aplan ~~challenge~~to ~~might be~~resume ~~raised~~exploration atactivities ~~any stage of development or~~ at the ~~commencement~~Balmat ofMine ~~production,~~once ~~or simply when the government seeks to include the~~production ~~land~~has inbeen ~~an area to be dedicated to another use~~reestablished.

~~Star~~Prior ~~Mountain/Chopar~~to the Balmat Mine’s ~~(Star~~shut-down ~~Mining~~in ~~District)~~August ~~General~~2008, ~~Geology:~~numerous capital improvements were made to the shaft workings and concentrator circuit, including the purchase of new equipment. During the seven years that the mine has been idle, regular inspections have been maintained on the hoist and headframe components as well as frequent examinations made of the underground workings. A fully equipped and functional mine rescue team has been retained as well. As a historic mining operation, all of the infrastructure required for the re-start of mining activities at the Balmat Mine is in place.

~~The~~Electric ~~Star~~power ~~Range,~~is ~~and~~provided to the ~~included~~site ~~Star~~by ~~Mining~~National ~~District,~~Grid ~~hosts~~through ~~tilted~~a ~~and~~115 ~~faulted,~~kV ~~early~~power ~~Paleozoic~~line. toFresh ~~middle~~water ~~Mesozoic~~to ~~carbonate~~the ~~and clastic~~site ~~sedimentary~~is ~~rocks~~sourced ~~with~~from ~~Tertiary~~nearby ~~intrusive and extrusive rocks~~Sylvia Lake. ~~Base~~The ~~metal~~Company ~~and~~applied ~~silver~~for and ~~gold~~has ~~mineralization~~been isawarded ~~associated with~~by the ~~Tertiary~~New ~~intrusive~~York ~~event.~~Power ~~The~~Authority ~~Star~~a ~~Mining~~4,000 ~~District~~kW ~~lies~~allocation ~~within the trend~~ of ~~the~~low ~~Marysville-Pioche~~cost ~~Mineral~~hydropower for ~~Belt,~~a ~~one~~term of ~~four~~ ~~semi-parallel~~7 ~~northeast~~years. ~~trending~~The ~~mineral~~electricity ~~belts~~provided ~~marked~~under bythis ~~current~~low ~~and~~cost ~~historic~~power ~~mining~~grant ~~and~~will ~~strong~~be ~~east-northeast~~priced ~~trending~~at ~~magnetic anomalies.~~a ~~Hydrothermal~~40% ~~fluids~~discount ~~associated~~to ~~with~~ the ~~intrusive~~current wholesale ~~rocks~~market ~~altered and mineralized the host sedimentary rocks~~price.

~~Mineralization~~We inbelieve ~~the~~a ~~Star~~skilled ~~District~~workforce ~~consists~~is ofavailable ~~veins~~in ~~and~~the ~~fissures,~~area ~~chimney-manto replacements, skarns,~~ and ~~silicified~~we ~~breccia~~expect ~~veins~~to ~~and~~be ~~pipes closely~~able ~~associated~~to ~~with~~source ~~three,~~the ~~geographically~~majority ~~separate~~of ~~Tertiary~~our ~~intrusive~~workforce ~~porphyry~~from ~~stocks. The North Star Stock is located in~~ the local ~~northern~~population. ~~and~~Moreover, ~~northwestern~~many ~~part~~ of the ~~District,~~Balmat ~~the~~Mine’s ~~Vicksburg~~former ~~Stock~~employees isthat ~~located~~were inemployed by the ~~east-central~~Mine ~~part~~when ofit ~~the~~was ~~District~~last ~~and~~in ~~the~~production ~~Moscow~~still ~~Stock~~reside ~~is located~~ in the ~~southwest~~area ~~extension of the District. Each stock intrudes Mesozoic~~ and ~~Paleozoic~~have ~~carbonate~~expressed ~~and clastic~~an ~~rocks.~~interest ~~They vary~~ in ~~composition~~coming ~~from~~back ~~granite~~ to ~~quartz~~work ~~monzonite~~at ~~and~~the ~~are~~Mine. ~~generally~~We ~~composed~~also ofexpect ~~medium~~ to ~~coarse~~be ~~grained~~able ~~K-feldspar,~~source ~~plagioclase~~most ~~feldspar,~~the ~~interstitial~~mine’s ~~quartz,~~consumables ~~biotite~~from ~~and~~local ~~hornblende, and minor pyroxene~~suppliers. ~~Porphyritic textures are common throughout with coarse K-feldspar and plagioclase phenocrysts.~~

~~General~~On ~~Statement~~February 1, 2016, we announced the completion of ~~Geological/Geophysical/Geochemical~~a ~~Work~~reserve ~~Completed~~study at the Balmat Mine and issued a report with an effective date of November 2, 2015, confirming the existence of 585,000 tons of proven and probable reserves as defined by SEC Industry Guide 7 (“IG7 Report”) by Practical Mining, LLC.. The IG7 Report also estimated the initial capital needs for Balmat’s re-start at $14.7 million to cover such pre-mining activities as development drifting, re-engineering of underground infrastructure and essential upgrades to the ventilation, mobile equipment, crusher and hoisting systems.

Field work completed on the property to date includes limited geological mapping, rock chip geochemical sampling of historic mine dumps, prospects and outcrops and ground magnetometer surveys. Cross sectional and 3D modeling, have been completed using the ground magnetometer survey data, supplemented by publically available regional data sets.

General Statement of Exploration Status

A reverse circulation drilling campaign was undertaken by Star Mountain Resources in 2012 and 2013 with a follow up core drilling campaign in 2013. One of nine RC holes and four of seven core drill holes intercepted skarn mineralization. Comprehensive assay results for these intercepts are not available at this writing.

General Statement Regarding Exploration and Mining Permits

The State of Utah, Division of Natural resources, Division of Oil, Gas, and Mining, Administrative Services, Minerals Program (the “Division”) which regulates all mining activities according to the Mined Land Reclamation Act, Title 40-8, Utah Code Annotated 1953, as amended in 1975, and the General Rules and Rules of Practice and Procedures, R647-1 through R647-5, required a Notice of Intent to conduct Exploration activities, and to place a Surety Reclamation Bond for exploration of $8,900/first acre and $4,900 each additional acre. Regarding drilling dry, and in addition to the above exploration costs the Division also requires a one-time mob/demob fee of $1,000 and $210 per each exploration hole drilled. Regarding drilling wet up to 7” diameter, and in addition to the above costs the Division requires $7,000 mob/demob charge for holes 800 feet or less plus $4.25/foot plus $210 for cap, $10,000 mob/demob charge for holes between 801 and 1,600 feet plus $210 for cap, $16,000 mob/demob for holes greater than 1,600 feet, and $5.44/foot plus $210 for cap. The Notices are amendable in time and scope and additional bonding may be assessed according to current or future plans, rules, and regulations.

The Chopar property currently does not own a mine plant or mill or mining equipment, and is considered an “initial stage” exploration project, and has no proven or probable reserves as defined by SEC Industry Guide 7.

Reserve Class	Tons (000’s)		Zinc %
Proven		152		9.0
Probable		434		9.2
Total		585		9.2

Key inputs to the IG7 Report included:

(stated in $US Dollars)

NSR Royalty		0.3	%
Concentrate Grade		55.5	%	Zn
Smelter Treatment Charges	$	187.51		$/Ton
Transportation Charge	$	21.51		$/Ton
Smelter Penalty	$	20.00		$/Ton
Total Smelter Charges	$	229.02		$/Ton
Smelting and Refining Cost	$	0.21		$/lb.
Smelter Payment		85	%
Metallurgical Recovery		96.0	%
Direct Processing	$	9.05		$/Ton
Ore Haulage/Hoisting Crushing	$	4.15		$/Ton
Administration and Overhead	$	3.72		$/Ton
15% Contingency	$	8.69		$/Ton
Total Processing Cost	$	25.61		$/Ton
Unplanned Mining Dilution		10.0	%
Direct Ore Mining Cost	$	41.83		$/Ton
All in Cost	$	67.44		$/Ton
Unplanned Dilution		10	%
Cut Off Grades Zn%

Zinc Price	$/lb.	$	0.70		$	0.80		$	0.92		$	1.00		$	1.10
Development Mining			3.2	%		2.7	%		2.3	%		2.12	%		1.9	%
Production Mining			8.5	%		7.2	%		6.1	%		5.5	%		4.9	%
Production Mining Design Limit			9.3	%		7.9	%		6.7	%		6.1	%		5.4	%

Chopar Project: Star Mining District of Utah (Gold/Precious Metals)

Our Chopar Project is an “early stage” exploration project consisting of 115 lode-mining claims and four metalliferous mineral leases located in the Star Mountain range of the Star Mining District, in Beaver County, Utah, approximately five miles west of Milford, Utah. The Chopar Project area encompasses 3,730 acres in total; comprised of 1,408 acres of state mining claims and 2,322 acres of federal mining claims. The Chopar Project has no facilities or infrastructure and no proven or probable reserves as defined by SEC Industry Guide 7.

~~Ogden~~The ~~Bay~~following ~~Minerals~~map showing the location of the Project’s lode-mining claims:

~~The~~To ~~Company’s~~date, ~~plans~~the ~~for~~Company ~~the~~has ~~Ogden~~conducted ~~Bay~~geological ~~Minerals~~analysis, ~~project~~magnetic ~~consists~~geophysical ofstudies ~~developing~~and a ~~mineral~~limited ~~exploration~~reverse circulation and ~~possible~~core ~~excavation~~drilling ~~project~~exploration program. Based on ~~federal~~the ~~protected~~preliminary ~~wetlands~~results achieved, ~~canals~~we plan to engage in further substantive field evaluations, geophysical reviews and ~~river~~drilling ~~systems~~in ~~across~~order 25to ~~square~~ascertain ~~miles~~the nature and extent of ~~land~~the ~~area~~inferred ~~known~~mineralization, asif ~~North~~any, ~~Delta~~at ~~located~~the Chopar Project. inIn ~~West~~October ~~Ogden~~2014, ~~Utah.~~the ~~Excavation~~Company’s third-party geology and ~~harvesting~~geophysical ~~rights~~consultants ~~are~~commenced ~~maintained~~on-site ~~through~~work ~~easement~~in ~~rights~~order ~~obtained~~to ~~from~~provide the ~~Weber~~data ~~County~~necessary ~~and~~to compile a ~~special~~ ~~use~~preliminary ~~river/stream~~metallogenic ~~alteration~~assessment ~~permit~~study asof ~~part~~our ofmineral arights ~~State~~in the Chopar Project area. Geological mapping delineated several areas of ~~Utah/Weber~~significant ~~County~~metasomatic ~~flood~~alteration ~~mitigation~~of ~~project.~~surface Werocks ~~intend~~that toare ~~continue~~candidates for surface geochemical tosampling ~~explore~~programs ~~for~~and, ~~silica~~if warranted, ~~zircon~~candidates for drilling campaigns. Subject to financing, ~~silver~~a ~~and~~geochemical ~~gold~~sampling program is tentatively planned for late spring 2016.

~~Ogden~~The ~~Bay~~1,408 ~~Minerals~~acres ~~Exploration~~of ~~Base~~state ~~Map~~mining leases have an initial term of 10 years and require minimum annual rents of $1.00 per acre. The state leases also call for minimum annual royalty payments of $3.00 per acre beginning in the 11th year of the lease (if extended) as well as contingent production royalty payments ranging from 4% to 8% of the gross value (as defined in the lease) of any non-fissionable and fissionable metalliferous minerals extracted from the leased area.

~~Stratigraphy~~The ~~General~~2,322 ~~Statement~~acres of federal unpatented mining claim are all located on United States Forest Service lands. The mineral rights were acquired by staking lode mining claims as per the Mining Law of 1872. Each lode mining claim consists of approximately 20 acres. All claims are subject to an annual maintenance fee of $140.00 per claim that is due on or before September 1st of each year. Federal mining claims are subject to the same risk of defective title that is common to all real property interests. Additionally, mining claims are self-initiated and self-maintained and therefore possess some unique vulnerabilities not associated with other types of property interests. It is impossible to ascertain the validity of unpatented mining claims solely from an examination of public real estate records and, therefore, it can be difficult or impossible to confirm that all of the requisite steps have been followed for location and maintenance of a claim. Furthermore, as these interests are derived from multiple jurisdictions, the risk of a defective claim or other problems with ownership and development of the claim (including but not limited to the right of eminent domain) is further compounded. If the validity of a patented mining claim or mineral interest is challenged by an applicable governmental body on the grounds that mineralization has not been demonstrated, the claimant has the burden of proving the present economic feasibility of minerals located thereon. Such a challenge might be raised at any stage of development or at the commencement of production, or simply when the government seeks to include the land in an area to be dedicated to another use.

The Ogden Bay site lies on an extensive lowland plain formed by Lake Bonneville and Great Salt Lake sediments, in combination with delta deposits, alluvial fans from the Weber River, and other siliceous mineral sands deposited. Sand and soils consist of Warm Springs fine sandy loam, Lakeshore fine sand loam, Leland silt loam, and silica sand.

General Statement of Geophysical/Geochemical Work Completed

In 2010, the Company completed augur soil sampling and assaying of mineralized zones of interest, analyzed combined historical geophysical/geochemical data located in the public realm for the Ogden Bay site. At year-end 2012 we had mined and stockpiled approximately 15,000 short tons of mineral sand for scale of economy and testing for the recovery of silica sand and other minerals of interest.

Further Exploration

Exploration for the Ogden Bay site is on hold pending bulk sampling results for the mineral stockpiles on this site, as well as prospective future federal funding grants that may subsidize the project. The Company expects to resume exploration activities at the Ogden Bay site during 2015.

General Statement Regarding Exploration and Mining Permits

Excavation 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 Ogden Bay Minerals project currently does not have a mine plant, mill or mining equipment, and is considered an “early stage” exploration project, and has no proven or probable reserves as defined by SEC Industry Guide 7.

The Star Mining District hosts tilted and faulted, early Paleozoic to middle Mesozoic carbonate and clastic sedimentary rocks with Tertiary intrusive and extrusive rocks. Base metal and silver and gold mineralization is associated with the Tertiary intrusive event. The Star Mining District lies within the trend of the Marysville-Pioche Mineral Belt, one of four semi-parallel northeast trending mineral belts marked by current and historic mining and strong east-northeast trending magnetic anomalies. Hydrothermal fluids associated with the intrusive rocks altered and mineralized the host sedimentary rocks.

Mineralization in the Star District consists of veins and fissures, chimney-manto replacements, skarns, and silicified breccia veins and pipes closely associated with three, geographically separate Tertiary intrusive porphyry stocks. The North Star Stock is located in the northern and northwestern part of the District, the Vicksburg Stock is located in the east-central part of the District and the Moscow Stock is located in the southwest extension of the District. Each stock intrudes Mesozoic and Paleozoic carbonate and clastic rocks varying in composition from granite to quartz monzonite and generally composed of medium to coarse grained K-feldspar, plagioclase feldspar, interstitial quartz, biotite and hornblende, and minor pyroxene. Porphyritic textures are common throughout with coarse K-feldspar and plagioclase phenocrysts.

Field work completed to date on the Chopar Project includes limited geological mapping, rock chip geochemical sampling of historic mine dumps, prospects and outcrops and ground magnetometer surveys. Cross sectional and 3D modeling have been completed using the ground magnetometer survey data, supplemented by publically available regional data sets.

A reverse circulation drilling campaign was undertaken by James Stanford Resources, predecessor company to Star Mountain Resources, in 2012 and 2013 with a follow up core drilling campaign in 2013. One of nine reverse circulation holes and four of the seven core drill holes intercepted skarn mineralization. Comprehensive assay results for these intercepts are not available.

Exploration and mining permits for the Chopar Project fall under the regulation of the State of Utah, Division of Natural Resources, Division of Oil, Gas, and Mining, Administrative Services, Minerals Program (the “Division”). The Division is responsible for the regulation of all mining activities pursuant to the Mined Land Reclamation Act, Title 40-8, Utah Code Annotated 1953, as amended in 1975, and the General Rules and Rules of Practice and Procedures, R647-1 through R647-5. These regulations require, among other things, the posting a reclamation bond for exploration related work of which we have posted a cash reclamation bond of $24.

ITEM 3. LEGAL PROCEEDINGS

~~Michael~~We ~~Stanford~~are ~~Litigation~~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.

On August 20, 2014 the Company filed a complaint in the Fifth Judicial District Court, Beaver Count, Utah (Civil Case No. 140500023) against Michael Stanford, its former sole director, CEO and its largest shareholder based upon the alleged wrongful, fraudulent and tortuous acts whereby Mr. Stanford committed the pervasive, profound, continuous, repeated, and ongoing wrongful and fraudulent acts and omissions resulting in at least $2,591,359 in losses for the Company, $1,272,321 in fraudulent claimed business expenses, $1,319,038 representing investment monies diverted from the Company and monies deposited directly into Mr. Stanford’s personal accounts and the improper issuance to Mr. Stanford of 25,000,000 shares of the Company’s common stock in exchange for the stock of Bolcán Mining Corporation in November 2012 whose assets were highly inflated at the time the Company completed this acquisition. The complaint also alleges that Mr. Stanford misappropriated for his own personal uses $750,000 of investment capital that was to be invested in the Company, the failure to disclose his history of litigation, his general fraudulent conduct in dealing with the Company and threats of violence against the Company’s officers and other persons related to the Company.

Based on this conduct, the complaint includes a claim for an accounting, conversion, fraudulent misrepresentation and fraudulent nondisclosure, interference with present and prospective economic relations, declaratory judgment, and injunctive relief. The complaint seeks, among other things, monetary damages of $5,873,675, injunctive relief and punitive damages, cancellation of 25,000,000 shares of the Company’s common stock and the Company’s costs, expenses and attorney’s fees associated with the this lawsuit.

On May 27, 2014, Mr. Stanford resigned as an officer and director of the Company. Our current management had no knowledge of Mr. Stanford’s improper conduct as alleged in the complaint which relate to his actions prior to his resignation.

On September 22, 2014, the Company received notice that a Default Judgment and Order Granting Default Judgment and Relief (the “Judgment”) had been issued by the Fifth Judicial District Court, Beaver County, Utah in the Company’s complaint in Civil Case No. 140500023 filed against Michael Stanford, its former sole director, CEO and its former largest shareholder (the “Stanford Lawsuit”).

The Judgment requires, among other things, that Mr. Stanford render a full accounting to the Company, orders the return of 25,000,000 shares of Company common stock, and the transfer of a residential property located at 510 West Center, Milford, Utah 84751 to the Company, as well as transfers ownership of all the personal property located within the real property to the Company. The Judgment also enjoins Mr. Stanford from representing that he is involved in the business of the Company or its subsidiaries to any person or entity, as well as permanently enjoining Mr. Stanford from offering or pretending to offer for sale any stock or security interest in the Company or its affiliated entities. The injunction further prohibits Mr. Stanford from offering or pretending to offer for sale any actual or fabricated business opportunity related in any way to the Company or an affiliate of the Company. The Judgment permanently enjoins Mr. Stanford from wasting, concealing, withholding, transferring, transmitting, or transporting across any state boundary any asset, corporate opportunity, record, or title to which the Company is entitled and/or that has been purchased or produced in whole or in part through use of the Company or any subsidiary of the Company.

The Judgment further enjoins Mr. Stanford from, among other things, and with the a limited exception of communications made during settlement negotiations, communicating with, threatening, assaulting, bribing any past or present officer, employee, agent, investor, or representative of the Company or its subsidiaries, tampering with or destroying records and property relating to Judgment. The Judgment forbids Mr. Stanford from leaving the State of Utah, and also from leaving the United States, and orders Mr. Stanford to surrender his passport to the Court, until such time as Mr. Stanford shall render an accounting to the Company to the satisfaction of the Court.

The Judgment also orders Mr. Stanford to pay the Company’s costs, expenses, and attorney’s fees associated with the Stanford Lawsuit, as well as past, present, and future accrual and proximate damages suffered due to the loss and harm caused by Mr. Stanford’s acts and omissions in relation to the Stanford Lawsuit in the amount of $5,873,675. The court further ordered punitive damages against Mr. Stanford in the amount of treble the current known actual damages (other than the retitled securities and the Milford, Utah residential property), for a total of $17,621,025, and post-judgment interest. The Judgment is without prejudice to any future suit the Company or any other entity or investor may have for additional, non-duplicative damages and relief that may be revealed as necessary through any further audits and rendering of an accounting that may occur in connection the Mr. Stanford.

On September 17, 2014, prior to the entering of the Judgment, Mr. Stanford conveyed to the Company the real property located at 510 West Center, Milford, Utah 84751 and executed an irrevocable stock power of attorney to convey 25,000,000 shares of our common stock that he owned for cancellation by the Company. The 25,000,000 shares of common stock were cancelled on September 22, 2014.

On February 2, 2015, the Company received authorization from the Fifth Judicial Circuit Court of Beaver County, Utah to cancel 910,000 shares of common stock that were in the possession of Mr. Stanford. These shares were cancelled on February 2, 2015.

We are evaluating what future legal proceedings we may pursue in order to collect money damages of $23,494,700 awarded to us pursuant to the Judgment. 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 4. MINE SAFETY DISCLOSURES

~~Pursuant~~The toCompany ~~Section~~is ~~1503(a)~~committed ofto ~~the~~managing ~~recently~~its ~~enacted~~Balmat ~~Dodd-Frank~~mining ~~Wall Street Reform~~ and ~~Consumer~~milling ~~Protection~~activities ~~Act,~~in ~~issuers~~a ~~that~~manner ~~are operators, or~~ that ~~have~~provides a ~~subsidiary that is an operator~~safe, ofhealthy aand ~~coal~~productive workplace. orThis ~~other~~is ~~mine~~done inthrough the ~~United~~control ~~States~~of ~~are~~risk ~~required~~ to ~~disclose~~reduce ininjuries, ~~their periodic~~incidents ~~reports~~and ~~filed~~occupational ~~with the SEC information regarding specified~~ health ~~and~~exposure ~~safety~~by ~~violations,~~the ~~orders and citations, related~~elimination ~~assessments~~of ~~and~~unsafe ~~legal~~behaviors ~~actions,~~ and ~~mining-related fatalities~~conditions. AtThis ~~this~~commitment ~~time,~~to wecontinuous ~~have~~improvement nois ~~safety~~reinforced ~~violations,~~in ~~orders,~~our ~~citations~~Environmental, ~~related assessments~~Health orand ~~legal actions, or mining-related fatalities to report~~Safety Policy.

The operations at the Balmat Mine and mill are subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). Whenever MSHA believes that a violation of the Mine Act, of any health or safety standard, or of any regulation has occurred, it may issue a citation or order which describes the violation and fixes a time within which the operator must abate the violation. In some situations, such as when MSHA believes that conditions pose a hazard to persons, MSHA may issue an order requiring cessation of operations, or removal of persons from the area of the mine affected by the condition until the hazards are corrected. Whenever MSHA issues a citation or order, it has authority to propose a civil penalty or fine, as a result of the violation, that the operator is ordered to pay.

Under rules promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act, mine operators are required to include in their periodic reports filed with the SEC certain information relating to citations or orders issued under the Mine Act, and certain other mine safety information. The table that follows reflects citations, orders, violations and proposed assessments issued to the Company by MSHA during the fiscal year ended December 31, 2015 for the Balmat Mine and mill and all legal actions pending before the Federal Mine Safety and Health Review Commission as of December 31, 2015. Due to timing and other factors, the data may not agree with the mine data retrieval system maintained by MSHA at www.MSHA.gov.

Mine or Operating Name/MSHA Identification Number		Section 104 S&S Citations (#)				Section 104(b) Orders (#)				Section 104(d) Citations and Orders (#)				Section 110(b)(2) Violations (#)				Section 107(a) Orders (#)				Total Dollar Value of MSHA Assessments Proposed ($)				Total Number of Mining Related Fatalities (#)				Received Notice of Pattern of Violations Under Section 104(e) (yes/no)		Received Notice of Potential to Have Pattern Under Section 104(e) (yes/no)		Legal Actions Pending as of Last Day of Period (#)				Legal Actions Initiated During Period (#)				Legal Actions Resolved During Period (#)
Balmat Mine No. 4 & Mill 30-01185			0				0				0				0				0			$	1				0			No		No			0				0				0

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is quoted on the ~~OTCQB~~OTC Pink tier of the OTC Market Group under the symbol “SMRS”. Such trading of our common stock is limited and sporadic.

The following table reflects the high and low bid information for our common stock for each fiscal quarter during the fiscal years ended December 31, ~~2014~~2015 and ~~2013~~2014. The bid information was obtained from the OTCQB and reflects inter-dealer prices without retail mark-up, markdown or commission and may not necessarily represent actual transactions.

Quarter Ended	~~Bid~~ High Bid		~~Bid~~ Low Bid
Fiscal Year 2015
December 31, 2015	$	1.10	$	0.41
September 30, 2015	$	1.25	$	0.76
June 30, 2015	$	1.40	$	0.90
March 31, 2015	$	1.25	$	0.70
Fiscal Year 2014
December 31, 2014	$	1.02	$	10.0265
September 30, 2014	$	0.8889	$	0.5510
June 30, 2014	$	0.2861	$	0.2805
March 31, 2014	$	0.5984	$	0.5925
Fiscal Year 2013
December 31, 2013	$	0.44	$	0.42
September 30, 2013	$	1.23	$	1.23
June 30, 2013	$	0.85	$	0.75
March 31, 2013	$	1.20	$	1.20

As of ~~March~~April 2611, ~~2015~~2016, there were approximately 71101 record holders of our common stock.

We have ~~never~~not declared orany ~~paid cash~~ dividends onsince our ~~common~~incorporation ~~stock.~~and Wedo ~~currently~~not ~~intend~~anticipate tothat ~~retain~~we ~~all~~will ~~available~~do ~~funds~~so ~~and~~in ~~any~~the foreseeable future. Payment ~~earnings~~of ~~for~~any ~~use~~future individends, ~~the~~if ~~operation~~any, ~~and~~will ~~expansion~~be ofat ~~our~~the ~~business~~discretion ~~and~~of dothe ~~not~~Board ~~anticipate~~after ~~paying~~taking ~~any~~into ~~cash~~account ~~dividends~~many infactors, ~~the~~including ~~foreseeable~~operating ~~future~~results, financial conditions and anticipated cash needs.

We do not have any compensation plans under which the Company’s equity securities are authorized for issuance for consideration in the form of goods or services as described in FASB ASC Topic 718.

ITEM 6. SELECTED FINANCIAL DATA

~~Not~~As ~~applicable to~~ a smaller reporting company, we are not required to provide this information.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~The~~You ~~following management’s discussion and analysis~~ should be read ~~in conjunction with our and Bolcán Mining’s historical combined financial statements and~~ the ~~related~~following ~~notes. The management’s~~ discussion and analysis ~~contains forward-looking statements that involve risks and uncertainties such as statements~~ of our ~~plans,~~financial ~~objectives,~~condition ~~expectations~~ and ~~intentions.~~results ~~Any statements that are not statements~~ of ~~historical~~operations ~~fact~~together ~~are~~with ~~forward-looking~~our financial statements. ~~When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “project,” “expect”~~ and ~~the~~related ~~like~~notes ~~and/or~~appearing ~~future~~elsewhere ~~tense~~in orthis ~~conditional~~Annual ~~constructions (“will,” “may,” “could,” “should,” etc~~Report.), orThis ~~similar~~discussion ~~expressions~~and ~~identify~~analysis ~~certain~~contains ~~of these~~ forward-looking statements. ~~These~~that ~~forward-looking~~involve ~~statements are subject to~~ risks, ~~and~~ uncertainties ~~that~~and ~~could~~assumptions. ~~cause~~See ~~actual~~“Cautionary ~~results~~Note orRegarding ~~events to differ materially from those expressed or implied by the forward~~Forward-~~looking~~Looking ~~statements in this annual report on Form 10-K~~Statements. ” Our actual results ~~and~~may ~~the timing of events could~~ differ materially from those anticipated in these forward-looking statements as a result of ~~several~~many factors., including, Webut ~~disclaim~~not ~~any~~limited ~~obligation~~ to, ~~update forward-looking~~those ~~statements~~set toforth ~~reflect~~under ~~events or circumstances occurring after the date of this annual report on Form 10-K. Please see~~ “~~Forward-Looking~~Risks ~~Statements”~~ and ~~“Risk Factors~~Uncertainties” ~~for a discussion of the uncertainties, risks~~ and ~~assumptions associated~~elsewhere ~~with~~in ~~these~~this ~~forward-looking~~Annual ~~statements~~Report.

AsThe ~~the~~following ~~result~~discussion and analysis of ~~the~~our ~~Merger~~financial condition and ~~the~~results ~~change~~of inoperations ~~our~~should ~~business~~be ~~and~~read ~~operations~~in toconjunction ~~engaging~~with inour Consolidated ~~exploration~~Financial Statements and ~~production~~accompanying ~~activities~~notes included in ~~the~~ ~~precious~~Item ~~metal~~8 ~~industry,~~of athis ~~discussion~~Annual ofReport. ~~our~~Management’s ~~past~~Discussion and ~~financial~~Analysis ~~results~~(this is“MD&A”) ~~not~~has ~~pertinent~~been ~~and~~prepared ~~our~~based ~~historical~~on ~~financial~~information ~~results and~~known ~~those~~to management as of ~~Bolcán~~April ~~Mining~~11, ~~the~~2016. ~~accounting~~This MD&A ~~acquirer~~is ~~prior~~intended to help the ~~Merger,~~reader ~~are~~understand ~~considered~~ the ~~historical~~consolidated audited financial ~~results~~statements of Star Mountain.

~~The~~All ~~following~~currency ~~discussion~~amounts highlights our plan of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described. This discussion contains forward-looking statements. The following discussion and analysis are ~~based~~expressed ~~on consolidated financial statements, which we have prepared~~ in ~~accordance~~thousands ~~with~~of U.S. ~~generally~~ ~~accepted~~dollars, ~~accounting~~except ~~principles~~per ~~(“GAAP”).~~share ~~The discussion~~ and ~~analysis~~common ~~should~~share beamounts, ~~read~~unless ~~together~~otherwise ~~with such financial statements and the related notes thereto~~noted.

The following discussion and analysis provides information which management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The discussion should be read in conjunction with our audited and unaudited financial statements and related notes and the other financial information included elsewhere in this annual report on Form 10-K.21

INTRODUCTION

Our primary focus is currently on the re-start of mining operations at our Balmat Mine in upper state New York, which includes raising the capital needed to fund these re-start activities. If successful in our efforts, this re-start will transition us from a junior exploration company with no revenues to a producing mining company capable of generating a consistent stream of revenues through the production of a salable zinc concentrate material.

OVERVIEW AND OUTLOOK

~~Our~~We ~~current~~currently ~~active~~have ~~projects~~limited ~~include:~~cash resources on hand and a cash burn rate that ranges from approximately $200 to $300 per month. Unless we are able to secure additional funds shortly, we may not be able to meet some or all of our obligations. As a result, capital raising has been and continues to be our number one priority and will remain our top priority until we have successfully raised the capital to meet our projected cash needs; including our working capital needs as well as the capital needed for the re-start of operations at the Balmat Mine.

~~Star~~As ~~Mountain/Chopar~~part ~~(Star Mining District) - The Star Mountain/Chopar project consists~~ of ~~116~~our ~~lode-mining~~capital ~~claims~~raising ~~and four metalliferous mineral leases located in the Star Mountain range in the Star Mining District~~efforts, inwe ~~Beaver~~have ~~County,~~had ~~Utah,~~discussions ~~approximately~~with ~~five~~a ~~miles west~~number of ~~Milford,~~possible ~~Utah.~~financing ~~The~~sources ~~Star~~about ~~Mountain/Chopar~~various ~~project~~forms ~~involves a total area~~ of financing 3including,~~730~~ ~~acres.~~but ~~Through~~not ~~the~~limited ~~date~~to of(i) ~~this~~equity ~~annual report~~investment; on(ii) ~~Form~~term ~~10-K,~~debt; ~~the~~(iii) ~~Company~~joint ~~has~~venture ~~conducted~~arrangements; ~~geological~~(iv) ~~analysis,~~off-take agreements; ~~magnetic~~(v) ~~geophysical~~sales ~~studies,~~of ~~and~~ a ~~limited~~royalty ~~reverse~~interest ~~circulation~~ and ~~core~~(vi) ~~drilling~~streaming ~~exploration program~~deals. ~~Based on preliminary results from an independent firm of geologists and geophysicists~~Notwithstanding, the ~~Company~~market ~~has resolved~~ to ~~engage~~finance inmining ~~further~~related ~~substantive~~transactions such ~~field~~as ~~evaluations,~~ours ~~geophysical~~has ~~reviews,~~been and ~~drilling,~~continues ~~in order~~ to ~~ascertain the~~be ~~nature~~very challenging and ~~extent~~because of ~~the inferred mineralization at~~ this ~~site.~~we Incannot ~~October~~assure ~~2014,~~you ~~the~~that ~~Company’s~~we ~~third-party~~will ~~geology~~be ~~and~~successful ~~geophysical consultants commenced on-site work~~ in ~~order to provide the data necessary to compile a preliminary economic assessment study of~~ our ~~mineral~~efforts ~~rights in the project area. We expect~~ to ~~receive~~secure the ~~results~~needed ~~of such study in mid-2015~~funds.

~~Ogden~~If ~~Bay~~our ~~Minerals~~capital -raising ~~Ogden~~efforts ~~Bay~~are ~~Minerals is a mineral excavation project on federal protected wetlands~~successful, ~~canals~~our ~~and~~plan ~~river~~is ~~systems across~~to 25return ~~square~~the ~~miles~~Balmat ofMine ~~land~~to ~~area~~production ~~known~~following asa ~~North~~six ~~Delta,~~to ~~located~~nine inmonth re-commissioning ~~West~~period ~~Ogden,~~during ~~Utah.~~which ~~The~~time ~~Company~~it ~~was~~is ~~commissioned~~estimated bythat ~~the~~we ~~State of~~will ~~Utah,~~need ~~Division~~to ofinvest ~~Natural~~approximately ~~Resources~~$14,700 ~~USDA~~refurbishing ~~Natural Resources Conservation Service~~ and ~~Weber County Emergency Management to restore~~upgrading ~~habitat,~~the ~~repair~~Balmat ~~damage,~~Mine’s ~~dredge~~facilities ~~silt~~ and ~~sand~~equipment and ~~remove~~hiring ~~debris~~and ~~from~~training the ~~Weber~~required ~~River~~work force. ~~Our~~Following ~~excavation~~this ~~and~~re-commissioning phase, ~~harvesting~~the ~~rights~~Balmat ~~are maintained~~Mine ~~through~~would ~~easement~~transition ~~rights~~to ~~obtained~~a ~~from~~production ~~Weber~~start-up ~~County~~mode ~~and~~producing aan ~~special~~estimated ~~use~~300 ~~river/stream~~to ~~alteration~~500 ~~permit~~tons asof ~~part~~ore ofper aday ~~State~~during ofthe ~~Utah/Weber~~initial ~~County~~ramp-up ~~flood~~period ~~mitigation~~before ~~project.~~ultimately ~~The~~reaching ~~project~~the ~~area~~planned, ~~may~~near-term, ~~contain~~full ~~alluvial~~production ~~heavy~~run ~~mineral~~rate ~~deposits.~~of ~~The~~1,000 ~~presence~~to of1,200 ~~heavy~~tons ~~mineral deposits~~ of ~~potential~~ore ~~economic~~per ~~interest~~day; ~~has~~or ~~not~~roughly ~~yet~~360,000 ~~been determined and significant testing will be required in order~~ to ~~determine~~430,000 iftons ~~such~~per ~~deposits exist and if processing is economically viable and warranted~~year. ~~The~~At ~~Company~~full ~~intends~~production, ~~to commence definition and engineering studies in~~ the ~~second~~Balmat ~~quarter~~Mine ofis ~~2015~~expected to ~~determine~~employ ~~the~~a ~~economic~~work force ~~feasibility~~ of ~~the~~over ~~Ogden~~100 ~~Bay Minerals project~~employees.

To the extent that we are able to secure some but not the full amount of capital required for the Balmat Mine’s re-start, we would still plan to return the Balmat Mine to production but on a scaled basis.

Results of Operations

Year Ended December 31, 2015 Compared to Year December 31, 2014

Summary

Our consolidated net loss for the year ended December 31, 2015, was $6,696, or $0.29 per share, compared with our consolidated net loss of $4,157, or $0.12 per share, for the same period in 2014. For the year ended December 31, 2015, the increase in our consolidated net loss was primarily due to (i) costs incurred in connection with our acquisition of the Balmat Mine, (ii) the incremental compensation expenses from the hiring of additional employees, (iii) the non-cash expenses associated with stock awards to officers and directors of the Company, (iv) the expenses associated with the Balmat reserve study and (v) the care and maintenance costs incurred at the Balmat Mine following its acquisition. These higher expenses were partially offset by lower interest expense in 2015. Each of these items is covered in more detail below.

Revenue

Revenues for the years ended December 31, 2015 and 2014 were zero for both years. As an early, exploration stage company (until our late 2015 acquisition of the Balmat Mine, which is currently on care and maintenance), we had no properties in production during either year.

Compensation Expense

Compensation expense was $1,299 higher in the 2015 period than the comparable 2014 period due mainly to employee stock grants valued at $853 and the addition of three new employees; one of which started in March 2015 and the other two in November 2015. The stock awards were issued in-lieu of cash compensation to the employees.

~~Results~~Exploration ~~of Operations for Fiscal Years Ended December 31, 2014~~ and ~~December 31, 2013~~Development

	Years Ended December 31,
	2014			2013
Revenue	$	-		$	-
Cost of revenue		-			-
Gross profit		-			-
Operating expenses
Executive compensation		553,500			701,500
Exploration and development costs		67,285			1,012,181
General and administrative		954,716			947,499
General and administrative - related party		1,097,500			10,783
Total Operating Expenses		2,673,001			2,671,963
Net Loss from Operations		(2,673,001	)		(2,671,963	)
Other Expenses
Loss on extinguishment of debt		-			(118,850	)
Interest expense, related party		(962,153	)		(15,957	)
Interest expense		(497,499	)		(172,896	)
Gain (loss) on disposition of asset		(23,943	)		960
Net Loss	$	(4,156,596	)	$	(2,978,706	)

Exploration and development costs totaled $214 for the year ended December 31, 2015, compared with $67 for the same period in 2014. The increased expense in 2015 was largely due to the Balmat reserve study; the results of which were formally published in the IG7 Report in the early part of 2016.

~~Revenue.~~Mine ~~For the years ended December 31, 2014 and 2013, there was revenue.~~Maintenance

~~Cost~~Mine ofmaintenance ~~Revenue.~~expenses ~~The~~increased ~~cost~~from ofzero ~~revenue~~ for ~~each~~the ofyear ~~the~~ended ~~fiscal~~December ~~years~~31, 2014, to $332 for the year ended December 31, ~~2014~~2015. ~~and~~This entire ~~2013~~increase was ~~zero~~the result of our acquisition of the Balmat Mine during the latter part of 2015 and the associated care and maintenance (“holding”) expenses incurred following the November 2, 2015 acquisition date.

~~Operating~~Depreciation Expenses. Operating expenses for the fiscal year ended December 31, 2014 totaled $2,673,001 as compared to operating expenses totaling $2,671,963 for the fiscal year ended December 31, 2013. The slight increase is due to reduced executive compensation, reduced costs for legal and ~~professional fees and reduced exploration and development costs, offset by an increase in general and administrative-related party.~~Amortization

~~Operating~~Depreciation ~~Loss.~~and ~~Our~~amortization ~~operating~~expenses ~~loss~~increased ~~during~~from ~~the~~$13 ~~fiscal~~for the year ended December 31, 2014 ~~totaled $2,673,001 as compared~~ to ~~an operating loss of~~ $~~2,671,963~~260 for the ~~fiscal~~ year ended December 31, ~~2013.~~2015, mainly ~~The~~due ~~slight~~to ~~increase~~our inacquisition ~~operating~~of ~~loss~~the isBalmat ~~due~~Mine toon ~~reduced~~November ~~executive compensation~~2, ~~reduced~~ ~~costs~~2015. ~~for~~Between ~~legal~~the ~~and~~acquisition ~~professional~~date ~~fees~~ and ~~reduced~~December ~~exploration~~31, ~~and~~2015, ~~development~~we ~~costs~~recorded $254 ~~offset~~of bydepreciation anand ~~increase~~amortization inexpense ~~general and administrative-~~related ~~party~~to the Balmat assets.

~~Interest~~General Expense. Interest expense, including interest expense related party, for the fiscal year ended December 31, 2014 totaled $1,459,652 as compared to interest expense of $188,853 for the fiscal year ended December 31, 2013 as a result of increased borrowings and ~~convertible~~ ~~debt with related parties.~~Administrative

~~Net~~General ~~Loss.~~and ~~Our~~administrative ~~net~~expenses, ~~loss~~including ~~for~~general ~~the~~and ~~fiscal~~administrative ~~year~~expense ~~ended~~– ~~December~~related 31party, ~~2014~~increased ~~totaled~~by $41,~~156,596~~919 asin ~~compared~~2015 compared to athe ~~net~~2014 ~~loss~~year. ofThe ~~$2,978,706~~ primary reasons for this were the ~~fiscal~~incurrence ~~year~~of ~~ended~~$210 ~~December~~in ~~31,~~additional ~~2013~~legal asand aprofessional ~~result~~fees associated with our acquisition of ~~increases~~the Balmat Mine in ~~operating~~2015, ~~expenses~~the ~~discussed~~recognition ~~above~~of ~~and~~$783 ~~increased~~in ~~interest~~incremental non-cash Director fees associated with ~~expense~~our ~~related~~awards of common stock to the ~~convertible~~Company’s ~~debt~~Directors ~~exercised~~and $754 in incremental related party expenses incurred by us during 2015.

~~Liquidity~~Interest ~~and~~Expense ~~Capital Resources~~

~~Liquidity~~Interest isexpense adecreased ~~measure~~from $1,460 for the year ended December 31, 2014, to $81 for the year ended December 31, 2015, with the majority of athis ~~company’s~~decrease ~~ability~~due to ~~meet~~the ~~potential~~lower ~~cash~~debt ~~requirements~~discount amortization charges recognized by us during the 2015 year. ~~From~~During ~~inception~~2014 we recorded $1,120 ~~our~~of ~~capital~~debt ~~requirements~~discount ~~have~~amortization ~~been met~~charges ~~primarily~~related ~~through~~to ~~private~~a convertible debt ~~and~~issuance ~~equity~~that ~~placements~~was later exercised. AsIn ~~such~~comparison, weour debt ~~are~~discount ~~reliant~~amortization ~~upon~~charges ~~these~~of ~~sources~~$21 in 2015 all related to ~~fund~~a ~~operations~~new convertible debt offering entered into by us on November 10, 2015. See Note 9 – Debt to the consolidated financial statements.

WeFinancial ~~had $45~~Position,~~990~~ ~~and~~Liquidity ~~$79 of cash as of December 31, 2014~~ and ~~December~~Capital ~~31, 2013, respectively. As a result, our current cash position is not sufficient to fund our cash requirements during the next twelve months, including operations and capital expenditures.~~Resources

Operating Activities

Net cash used in operating activities increased by $773 during the 2015 year as compared to the 2014 year. This increase was primarily due to (i) our acquisition of the Balmat Mine on November 2, 2015 and the cost of care and maintenance expenses incurred over the final two months of 2015 of $332, (ii) increased exploration and development costs of $147 related to the Balmat reserve study (iii) increased legal and other professional fees of $210 incurred with the Balmat acquisition and (iii) increased compensation expense of $140 associated with the hiring of three new employees.

Investing Activities

Net cash used in investing increased by $745 year-over-year rising to $929 for the year ended December 31, 2015, from the prior year total of $184. Of the 2015 total, $927 was related to payments made for the Balmat Mine acquisition while the 2014 total was mostly related to the return of related party cash advances.

Financing Activities

Net cash provided by financing activities increased to $3,380 for the year ended December 31, 2015, from $754 for the comparable prior year period. The increase in 2015 was primarily related to the cash raised to fund our acquisition of the Balmat Mine and the working capital needed to fund Balmat’s holding costs for a reasonable period of time thereafter. On the acquisition closing date, we paid Hudbay $1,000. In addition, the Balmat purchase agreement required that we have at least $2,000 of cash on-hand on the acquisition closing date and following our payment to Hudbay of the $1,000. In comparison, the cash provided by our financing activities during the 2014 year was used to pay the Company’s on-going, general corporate expenses and to repay $228 of related party advances.

~~Cash~~Liquidity ~~Flow~~and ~~Analysis~~Capital Resources

~~Net~~At ~~cash~~December ~~used~~31, in2015, ~~operating~~we ~~activities~~had ~~was~~a ~~$523,177~~working ~~and~~capital deficit of $1,~~278,376~~118 ~~for~~which ~~the~~represented ~~period~~an ~~ended~~increase of $549 over our December 31, 2014 working ~~and~~capital ~~December~~deficit ~~31,~~of ~~2013~~$569. This increase was largely the result of (i) the $1,380 ~~respectively.~~of debt we assumed in the Balmat Mine Weacquisition and (ii) the $500 deferred purchase price obligation we recorded in connections with Balmat’s acquisition for amounts still owed Hudbay being partially offset by (iii) an increase in our cash and cash equivalents during the 2015 year of $1,155. To the extent that we are unable to ~~determine~~raise ~~when~~the wefunds ~~will~~for Balmat Mine’s restart and have ~~positive~~no ~~cash~~production ~~flow~~from the mine, the $500 deferred purchase price obligation to Hudbay would not have to be paid in 2016 as the timing of this payment is tied to our first shipments of zinc concentrates from ~~operations~~the ~~and~~mine ~~give~~(subject to a final “no ~~assurance~~later ~~that~~than” ~~such~~payment ~~will~~date ~~occur~~as is more fully explained in Note 9 – Debt to the consolidated financial statements).

~~Net~~As ~~cash~~things ~~used~~currently instand, ~~investing~~we ~~activities~~will ~~was~~not ~~$184,484~~have ~~and~~sufficient ~~$379,552~~funds ~~for~~to ~~the~~satisfy ~~period~~our ~~ended~~cash ~~December~~needs ~~31,~~during ~~2014~~the ~~and~~2016 ~~December~~year 31and, ~~2013~~as a result, ~~respectively.~~we ~~The~~will ~~decrease~~need isto ~~primarily~~raise ~~due~~additional capital in order to aservice ~~reduction~~our indebt, ~~advances~~fund toour ~~related~~on-going ~~party~~operation ~~shareholder~~expenses and, ~~purchase~~to ofthe ~~equipment~~extent the capital is available, fund the refurbishment activities necessary to return the Balmat Mine to production.

~~Net~~Total ~~cash~~outstanding ~~provided~~debt byas ~~financing~~of ~~activities~~December ~~was~~31, 2015 is $~~753~~14,~~572~~660, ~~and~~of which $12,~~658,007~~729 ~~for~~is ~~the~~estimated ~~period~~to ~~ended~~come ~~December~~due ~~31,~~within ~~2014~~the ~~and~~next ~~December~~twelve ~~31,~~months. ~~2013,~~These ~~respectively.~~amounts ~~The~~are ~~decrease~~primarily ismade ~~primarily~~up ~~due~~of toobligations aassociated ~~reduction~~with inthe ~~borrowings~~Balmat ~~and~~acquisition. ~~the~~The ~~sale~~remaining long-term debt of ~~common~~$11,931 ~~stock~~is associated ~~partially~~with ~~offset~~our byoutstanding ~~increases in~~obligation ~~advances~~to ~~from~~HudBay ~~related~~for ~~party~~the ~~shareholders~~Balmat Mine acquisition.

AsGoing noted above, we believe that we do not have sufficient liquidity to satisfy our cash requirements for the next 12 months, which will require us to raise additional equity and/or debt capital in order to fully 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.Concern

~~Related~~The ~~Party~~audit ~~Transactions~~opinion and notes that accompany our consolidated financial statements for the year ended December 31, 2015, refer to the substantial doubt regarding our ability to continue as a going concern. The accompanying financial statements have been prepared assuming that we will continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

At the year ended December 31, 2014, we had a loan payable with a related party of $253,572. We are accruing interest on this loan at the rate of 12% per annum.

At December 31, 2014 and December 31, 2013, we had outstanding stipulated agreement with a related party of $79,272 and $91,772, respectively.

The Company’s corporate office space is provided by a related party at an imputed monthly cost of $500. This is recorded in the Statement of Operations and Additional Paid in Capital on the Balance Sheet.

On August 20, 2014 the Company filed a complaint against Michael Stanford, its former sole director, CEO and largest shareholder based upon the alleged wrongful, fraudulent and tortuous acts involving the Company. The financial statements do not reflect, however, any claims or recovery the Company may realize from a lawsuit the Company filed against Mr. Stanford as a result of his improper conduct. On September 22, 2014 the Company received notice that a Default Judgment and Order Granting Default Judgment and Relief (the “Judgment”) had been issued by the Fifth Judicial District Court, Beaver County, Utah in the Company’s complaint in Civil Case No. 140500023 filed against Michael Stanford, its former sole director, CEO and its former largest shareholder. See Part I, Item 3. Legal Proceedings – Michael Stanford Litigation for further information about the judgment and lawsuit.

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.

Critical Accounting Policies and Estimates

Mineral rights. The costs of acquiring mineral rights are considered tangible assets. Significant acquisition payments are capitalized. If a mineable ore body or other material is discovered, such costs are amortized when production begins using the units-of-production method. If no mineable ore body is discovered or such rights are otherwise determined to have diminished value, such costs are expensed in the period in which the determination is made.

General, administrative and holding costs to maintain unproven claims are expensed as incurred. Exploration costs are charged to expense as incurred. Costs to identify new mineral resources, to evaluate potential resources and to convert mineral resources into proven and probable reserves are considered exploration costs.

~~Income~~Balmat ~~Taxes.~~Mine ~~The~~purchase ~~Company~~price ~~applies~~accounting ~~the~~(Business ~~provisions~~combination). ofThe ~~Financial~~Company ~~Accounting~~accounts ~~Standards~~for ~~Board~~business ~~Accounting~~combinations ~~Standard~~using ~~Codification~~the ~~(“ASC”)~~purchase method ~~740~~of ~~Income Taxes~~accounting. The ~~Standard~~purchase method requires anus ~~asset~~to ~~and~~determine ~~liability~~the ~~approach~~fair ~~for~~value ~~financial~~of ~~accounting~~all ~~and~~acquired ~~reporting~~assets, ~~for~~including ~~income~~identifiable ~~taxes~~intangible assets and ~~the~~all ~~recognition~~assumed ofliabilities. ~~deferred~~The ~~tax~~total ~~assets~~cost ~~and~~of ~~liabilities~~acquisitions ~~for~~is ~~the~~allocated ~~temporary~~to ~~differences~~the ~~between~~underlying ~~the~~identifiable ~~financial~~net ~~reporting~~assets, ~~basis~~based ~~and~~on ~~tax~~their ~~basis~~respective ofestimated ~~the~~fair ~~Company’s~~values. ~~assets~~Determining ~~and~~the ~~liabilities~~fair atvalue ~~enacted~~of ~~tax~~assets ~~rates~~acquired ~~expected~~and toliabilities beassumed inrequires ~~effect when such amounts are~~management’s ~~realized~~judgment orand ~~settled.~~the ~~Due~~utilization toof aindependent ~~loss~~valuation ~~from inception~~experts, ~~the~~and ~~Company~~often ~~has~~involves nothe ~~tax~~use ~~liability.~~of Atsignificant ~~this~~estimates ~~time~~and ~~the~~assumptions, including ~~Company~~assumptions ~~has~~with norespect ~~deferred taxes~~to ~~arising~~future ~~from~~cash ~~temporary~~inflows ~~differences~~and ~~between~~outflows, ~~income~~discount ~~for~~rates ~~financial~~and ~~reporting~~asset ~~and~~lives, ~~income~~among ~~tax~~other ~~purposes~~items.

Asset retirement obligations. Our mining and exploration activities are subject to various laws and regulations, including legal and contractual obligations to reclaim, remediate, or otherwise restore properties at the time the property is removed from service. Asset retirement obligations are recognized when incurred and recorded as liabilities at fair value. The fair value of the reclamation obligation is based on the estimated cost and timing of the reclamation activities. The costs are inflated using an estimated inflation rate and then discounted back to present value using an estimated discount rate. For exploration stage properties that do not qualify for asset capitalization, the costs associated with the obligation are charged to operations. For development and production stage properties, the costs will be added to the capitalized costs of the property and amortized using the units-of-production method. We review, on a quarterly basis, unless otherwise deemed necessary, the asset retirement obligations associated with our properties.

~~The~~Income Taxes. The Company ~~classifies~~applies ~~tax-related~~the ~~penalties~~provisions of Financial Accounting Standards Board Accounting Standard Codification (“ASC”) 740 Income Taxes. The Standard requires an asset and ~~net~~liability ~~interest~~approach onfor financial accounting and reporting for income taxes and asthe ~~income~~recognition of deferred tax ~~expense.~~assets Asand liabilities for the temporary differences between the financial reporting basis and tax basis of ~~December~~the ~~31,~~Company’s ~~2013~~assets and ~~2012,~~liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. Due to a loss from inception, the Company has no tax liability. At this time the Company has no deferred taxes arising from temporary differences between income ~~tax~~for ~~expense~~financial ~~had~~reporting ~~been~~and ~~incurred~~income ortax ~~accrued~~purposes.

~~Going~~The ~~Concern~~Company classifies tax-related penalties and net interest on income taxes as income tax expense. As of December 31, 2015 and 2014, no income tax expense had been incurred or accrued.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has experienced a loss during its initial period of operations and does not currently have sufficient resources to accomplish its objectives during the next twelve months. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should it be unable to continue in operation. Our present plans, the realization of which cannot be assured, to overcome these difficulties include, but are not limited to, the continuing effort to raise capital in public and private markets.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements and Financial Statement Schedules appearing on pages F-1 to F-1528 of this annual report on Form 10-K.

STAR MOUNTAIN RESOURCES, INC.

(FORMERLY JAMESON STANFORD RESOURCES CORPORATION)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		PAGES
Report of Independent Registered Public Accounting Firm		F-2
Reports of Independent Registered Public Accounting Firm		F-2-F-3
Consolidated Balance Sheets as of December 31, 2014 and 2013		F-3
Consolidated Balance Sheets as of December 31, 2015 and 2014		F-4
Consolidated Statements of Operations for the Years Ended December 31, 2014 and 2013		F-4
Consolidated Statements of Operations for the Years Ended December 31, 2015 and 2014		F-5
Consolidated Statement of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2014 and 2013		F-5
Consolidated Statement of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2015 and 2014		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014 and 2013		F-67
Notes to the Consolidated Financial Statements		F-78 - F-1528

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Star Mountain Resources, Inc.

~~(formerly~~Littleton, ~~Jameson Stanford Resources Corporation)~~Colorado

~~Tempe~~We have audited the accompanying consolidated balance sheet of Star Mountain Resources, Inc. and subsidiaries as of December 31, ~~Arizona~~2015, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We ~~have~~conducted ~~audited~~our ~~the~~audit ~~accompanying~~in ~~consolidated~~accordance ~~balance~~with ~~sheets~~the standards of ~~Star~~the ~~Mountain~~Public ~~Resources,~~Company ~~Inc.~~Accounting Oversight Board (~~formerly~~United ~~Jameson~~States). ~~Stanford~~Those ~~Resources~~standards ~~Corporation)~~require that we plan and ~~subsidiary~~perform asthe ofaudit ~~December~~to ~~31,~~obtain ~~2014~~reasonable ~~and~~assurance ~~2013,~~about ~~and~~whether the ~~related~~financial ~~consolidated~~ statements are free of ~~operations~~material misstatement. The Company is not required to have, ~~stockholders’ deficit~~nor ~~and~~were ~~cash~~we ~~flows~~engaged ~~for~~to ~~the~~perform, ~~years~~an ~~then~~audit ~~ended~~of its internal control over financial reporting. ~~These~~Our ~~consolidated~~audit included consideration of internal control over financial ~~statements~~reporting as a basis for designing audit procedures that are appropriate in the ~~responsibility~~circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s ~~management.~~internal ~~Our~~control ~~responsibility~~over isfinancial toreporting. Accordingly, we express anno such opinion. An audit also includes examining, on ~~these~~a ~~consolidated~~test basis, evidence supporting the amounts and disclosures in the financial statements, ~~based~~assessing onthe accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

WeIn ~~conducted~~ our ~~audits~~opinion, ~~in accordance with~~ the ~~standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the~~ consolidated financial statements ~~are~~ ~~free~~referred ofto ~~material~~above ~~misstatement.~~present ~~The Company is not required to have~~fairly, ~~nor~~in ~~were~~all wematerial ~~engaged to perform~~respects, anthe ~~audit~~financial position of ~~its~~Star ~~internal control~~Mountain ~~over~~Resources, ~~financial reporting~~Inc. ~~Our~~and ~~audit~~subsidiaries ~~included~~as ~~consideration~~ of ~~internal~~December ~~control~~31, ~~over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances~~2015, ~~but~~and ~~not for~~ the ~~purpose~~results of ~~expressing~~their anoperations ~~opinion~~and ontheir ~~the~~cash ~~effectiveness~~flows offor the ~~Company’s~~years ~~internal~~then ~~control over financial reporting. Accordingly~~ended, wein ~~express~~conformity nowith ~~such opinion~~U.S. Angenerally ~~audit also~~accepted ~~includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the~~ accounting principles ~~used and significant estimates made by management, as well as evaluating the overall financial statement presentation~~. ~~We believe that our audits provide a reasonable basis for our opinion.~~

InThe ~~our~~accompanying ~~opinion, the~~ consolidated financial statements ~~referred~~have tobeen ~~above~~prepared ~~present~~assuming ~~fairly,~~that the Company will continue as a going concern. As discussed in ~~all~~Note ~~material~~2 ~~respects,~~to the ~~consolidated~~ financial ~~position~~statements, ofthe ~~Star~~Company ~~Mountain~~has ~~Resources,~~suffered ~~Inc~~recurring losses from operations and has a working capital deficit. ~~(formerly~~This ~~Jameson~~raises ~~Stanford~~substantial ~~Resources~~doubt ~~Corporation)~~about ~~and~~the ~~subsidiary~~Company’s ability to continue as ofa ~~December~~going concern. Management’s ~~31,~~plans ~~2014~~in ~~and~~regard ~~2013,~~to ~~and~~these ~~the~~matters ~~results~~also ofare ~~their~~described ~~operations~~in ~~and~~Note ~~their~~2. ~~cash~~The ~~flows~~consolidated ~~for~~financial statements do not include any adjustments that might result from the ~~years~~outcome ~~then~~of ~~ended~~this uncertainty.

~~The~~Haynie ~~accompanying~~& ~~consolidated financial statements have been prepared assuming that the~~ Company ~~will continue as a going concern.~~ AsSalt ~~discussed~~Lake ~~in Note 3 to the financial statements~~City, ~~the Company has suffered recurring losses from operations and has a working~~Utah ~~capital~~April ~~deficit.~~13, This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters also are described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.2016

/s/ HJ & Associates, LLC

HJ & Associates, LLC

Salt Lake City, Utah

March 31, 2015

F-2

~~STAR~~REPORT ~~MOUNTAIN~~OF ~~RESOURCES,~~INDEPENDENT ~~INC.~~REGISTERED PUBLIC ACCOUNTING FIRM

~~(FORMERLY~~To ~~JAMESON~~the ~~STANFORD~~Board ~~RESOURCES~~of ~~CORPORATION)~~Directors Star Mountain Resources, Inc. Littleton, CO

~~CONSOLIDATED~~We ~~BALANCE~~have ~~SHEETS~~audited the accompanying consolidated balance sheet of Star Mountain Resources, Inc. and subsidiary as of December 31, 2014, and the related consolidated statements of operations, shareholders’ deficit and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

	December 31, 2014			December 31, 2013
ASSETS
CURRENT ASSETS
Cash	$	45,990		$	79
Accounts receivable		-			-
Prepaid expenses		15,725			31,620
Deposits		150			5,100
Total current assets		61,865			36,799
Property & equipment, net		78,266			95,616
Advances to related party shareholder		-			1,262,836
Mineral rights		24,270			25,869
Surety bond		24,325			24,325
TOTAL ASSETS	$	188,726		$	1,445,445
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	259,991		$	420,470
Accounts payable - related party		38,125			-
Accrued compensation		-			4,000
Contract payable		-			24,366
Loans payable - related party		253,572			-
Stipulated agreement liability, related party		79,272			91,772
Total current liabilities		630,960			540,608
Convertible debt		-			178,858
Total Liabilities		630,960			719,466
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, authorized 50,000,000 shares, $.001 par value, 0 shares issued and outstanding	$	-		$	-
Common stock, authorized 350,000,000 shares, $.001 par value, 17,969,729 and 40,253,862 shares issued and outstanding, respectively		17,970			40,254
Additional paid in capital		7,377,627			4,366,960
Accumulated deficit		(7,837,831	)		(3,681,235	)
Total Stockholder’s Equity (Deficit)		(442,234	)		725,979
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	188,726		$	1,445,445

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~The~~In ~~accompanying~~our ~~notes~~opinion, ~~are~~the anconsolidated ~~integral~~financial ~~part~~statements ofreferred ~~these~~to ~~consolidated~~above present fairly, in all material respects, the consolidated financial ~~statements~~position of Star Mountain Resources, Inc. and subsidiary as of December 31, 2014, and the results of their operations and their cash flows for the year then ended.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a working capital deficit. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters also are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

HJ & Associates, LLC
Salt Lake City, Utah
March 31, 2015

F-3

STAR MOUNTAIN RESOURCES, INC.

~~(FORMERLY~~CONSOLIDATED ~~JAMESON~~BALANCE ~~STANFORD RESOURCES CORPORATION)~~SHEETS

~~CONSOLIDATED~~(US ~~STATEMENTS~~dollars OFin ~~OPERATIONS~~thousands, except share amounts)

	For Years Ended
	December 31, 2015			December 31, 2014
	December 31, 2014			December 31, 2013
ASSETS
Operating Expenses
CURRENT ASSETS
Executive Compensation	$	553,500		$	701,500
Cash and cash equivalents	$	1,201		$	46
Exploration and development costs		67,285			1,012,181
Prepaid and other		333			16
General and administrative		954,716			947,499
Parts and supplies inventory		500			-
General and administrative - related party		1,097,500			10,783
Total current assets		2,034			62
Total Operating Expenses		2,673,001			2,671,963
Land		1,876			21
Loss from Operations		(2,673,001	)		(2,671,963	)
Property & equipment, net		24,552			58
OTHER INCOME AND (EXPENSE)
Mineral reserves		3,165			-
Loss on extinguishment of debt		-			(118,850	)
Mineral rights		3,684			24
Interest expense, related party		(962,153	)		(15,957	)
Restricted cash - reclamation deposits		1,688			24
Interest expense		(497,499	)		(172,896	)
TOTAL ASSETS	$	36,999		$	189
Gain (loss) on disposition of asset		(23,943	)		960
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Total Other Income (Expense)		(1,483,595	)		(306,743	)
CURRENT LIABILITIES
Income Tax Expense		-			-
Accounts payable and accrued liabilities	$	404		$	260
NET LOSS	$	(4,156,596	)	$	(2,978,706	)
Accounts payable - related party		19			38
Basic Loss Per Share	$	(0.12	)	$	(0.09	)
Notes payable		1,380			-
Weighted Average Number of Common Shares Outstanding		33,818,976			33,824,017
Notes payable - related party		875			254
Discount on notes payable - related parties		(105	)		-
Purchase price obligation - Balmat acquisition		500			-
Stipulated agreement liability - related party		79			79
Total current liabilities		3,152			631
LONG TERM LIABILITIES
Asset retirement obligation		17,906			-
Purchase price obligation - Balmat acquisition		11,931			-
Total long term liabilities		29,837			-
Total Liabilities		32,989			631
Commitments and Contingencies (see Note 11)
SHAREHOLDERS’ EQUITY (DEFICIT)
Preferred stock, 50,000,000 authorized, $.001 par value, consisting of Series B preferred stock, 100,000 shares authorized, 5,000 and 0 shares issued and outstanding, respectively, and Series C preferred stock, 5,000,000 shares authorized, 3,130,000 and 0 shares issued and outstanding, respectively		3			-
Common stock, authorized 350,000,000 shares, $.001 par value 37,951,229 and 17,969,729 issued and outstanding, respectively		38			18
Common stock subscribed		27			-
Additional paid in capital		18,476			7,378
Accumulated deficit		(14,534	)		(7,838	)
Total Shareholders’ Equity (Deficit)		4,010			(442	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)	$	36,999		$	189

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

F-4

STAR MOUNTAIN RESOURCES, INC.

~~(FORMERLY~~CONSOLIDATED ~~JAMESON~~STATEMENTS ~~STANFORD~~OF ~~RESOURCES CORPORATION)~~OPERATIONS

~~CONSOLIDATED~~(US ~~STATEMENTS~~dollars OFin ~~STOCKHOLDERS’~~thousands, ~~EQUITY~~except ~~(DEFICIT~~share amounts)

													Total
	For Years Ended
	Common Shares						Additional			Accumulated			Stockholders’
	December 31, 2015			December 31, 2014
	Shares			Amount			Paid in Capital			Deficit			Equity (Deficit)
REVENUE	$	-		$	-
Balance at December 31, 2012		31,300,000		$	31,300		$	(53,168	)	$	(702,529	)	$	(724,397	)
OPERATING EXPENSES
Imputed interest on convertible debt-related party								15,957						15,957
Compensation		1,853			554
Shares contributed by shareholder for debt extinguishment								110,000						110,000
Exploration and development costs		214			67
Shares issued for liability conversion, issued at $.65 to $1.20 per share from April 2, 2013 to December 11, 2013		392,332			392			254,623						255,015
Mine maintenance costs		332			-
Shares issued for services, issued at $.65 to $1.20 per share from April 2, 2013 to December 11, 2013		990,426			990			910,484						911,474
Depreciation and amortization		260			13
Shares issued in settlement of pre-merger claim, issued at $.65 per share on December 11, 2013		750,000			750			486,750						487,500
General and administrative		2,107			941
Shares sold to existing shareholder, issued at $.14 per share on August 14, 2013		5,360,000			5,360			744,640						750,000
General and administrative - related party		1,851			1,098
Beneficial conversion feature of convertible debt								950,138						950,138
Total Operating Expenses		6,617			2,673
Shares issued to related party shareholder, issued at $.65 per share on December 11, 2013		1,461,104			1,462			947,536						948,998
Loss from Operations		(6,617	)		(2,673	)
Net Income (Loss)											(2,978,706	)		(2,978,706	)
OTHER INCOME (EXPENSES)
Balance at December 31, 2013		40,253,862			40,254			4,366,960			(3,681,235	)		725,979
Interest income		2			-
Shares issued for services, issued at $.70 per share on February 27, 2014		650,000			650			454,350						455,000
Interest expense - related party		(40	)		(962	)
Shares of related party cancelled on September 22, 2014 as part of a default judgment		(25,000,000	)		(25,000	)		(1,402,320	)					(1,427,320	)
Interest expense - debt discount		(21	)		-
Shares cancelled per negotiated agreement on October 1, 2014 - previously issued on August 14, 2013		(3,860,000	)		(3,860	)		3,860						-
Interest expense		(20	)		(498	)
Shares cancelled per negotiated agreement on October 1, 2014 - previously issued on February 27, 2014		(500,000	)		(500	)		(349,500	)					(350,000	)
Loss on disposition of asset		-			(24	)
Shares issued for conversion of convertible debt at $.50 per share on October 22, 2014		2,226,867			2,227			1,111,207						1,113,434
Total Other Income (Expense)		(79	)		(1,484	)
Shares issued for conversion of convertible debt at $.50 per share on October 22, 2014		1,124,000			1,124			560,876						562,000
Income Tax Expense		-			-
Shares issued for cashless exercise of warrants at $.50 per share on October 22, 2014		750,000			750			(750	)
NET LOSS	$	(6,696	)	$	(4,157	)
Shares issued to related parties for services at $.88 per share on November 25, 2014		2,325,000			2,325			2,043,675						2,046,000
Basic Loss Per Share	$	(0.30	)	$	(0.12	)
Contributed capital								103,500						103,500
Weighted Average Number of Common Shares Outstanding		22,580,852			33,818,976
Beneficial Conversion Discount								298,988						298,988
Change in warrant terms at conversion								186,781						186,781
Net Income (Loss)											(4,156,596	)		(4,156,596	)
Balance at December 31, 2014		17,969,729		$	17,970		$	7,377,627		$	(7,837,831	)	$	(442,234	)

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

F-5

STAR MOUNTAIN RESOURCES, INC.

~~(FORMERLY~~CONSOLIDATED ~~JAMESON~~STATEMENTS ~~STANFORD~~OF ~~RESOURCES~~SHAREHOLDERS’ ~~CORPORATION~~EQUITY (DEFICIT)

~~CONSOLIDATED~~(US ~~STATEMENT~~dollars OFin ~~CASH~~thousands, ~~FLOWS~~except share amounts)

	For Years Ended
	Preferred Shares						Common Shares						Add’l Additional Paid in			Common Stock		Accumulated			Total Stockholders’ Equity
	December 31, 2014			December 31, 2013
	Shares			Amount			Shares			Amount			Capital			Subscribed		Deficit			(Deficit)
Cash flows from operating activities
Balance at December 31, 2013		-		$	-			40,253,862		$	40		$	4,367		$	-	$	(3,681	)	$	726
Net loss	$	(4,156,596	)	$	(2,978,706	)
Shares issued for services		-			-			650,000			1			454			-		-			455
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for services - related party		-			-			2,325,000			2			2,044			-		-			2,046
Depreciation		13,407			11,691
Shares cancelled as part of a default judgment -related party		-			-			(25,000,000	)		(25	)		(1,402	)		-		-			(1,427	)
Imputed interest		-			15,957
Shares cancelled per negotiated agreement		-			-			(4,360,000	)		(4	)		(346	)		-		-			(350	)
Shares issued for services		2,501,000			1,398,707
Shares issued for conversion of convertible debt		-			-			3,350,867			3			1,672			-		-			1,675
Contributed capital		103,500			-
Shares issued for cashless exercise of warrants		-			-			750,000			1			(1	)		-
Loss in extinguishment of debt		-			118,850
Contributed capital		-			-			-			-			104			-		-			104
Amortization of debt discount		1,120,131			128,996
Beneficial Conversion Discount		-			-			-			-			299			-		-			299
Cancellation of shares for services		(350,000	)		-
Change in warrant terms at conversion		-			-			-			-			187			-		-			187
Loss (gain) on disposition of asset		23,943			(960	)
Net Loss		-			-			-			-			-			-		(4,157	)		(4,157	)
Loss on change in warrant terms		186,780			-
Balance at December 31, 2014		-		$	-			17,969,729		$	18		$	7,378		$	-	$	(7,838	)	$	(442	)
Mineral rights write down		1,599			-
Shares cancelled as part of default judgment		-			-			(910,000	)		(1	)		1			-		-			-
Changes in operating assets and liabilities
Shares issued in private placements		2,630,000			2			5,709,500			6			2,668			-		-			2,676
Accounts receivable		-			-
Shares issued for services - related parties		4,750			-			3,650,000			4			4,539			-		-			4,543
Prepaid expenses		15,895			(31,620	)
Shares issued for services		-			-			200,000			0			220			-		-			220
Deposits		4,950			(5,100	)
Shares issued in exchange for debt - related party		500,000			1			782,000			1			389			-		-			391
Surety Bond		-			(24,325	)
Shares issued for acquisition		-						10,550,000			10			3,041			27		-			3,078
Accounts payable and accrued expenses		(92,152	)		118,013
Stock option expense		-			-			-			-			213			-		-			213
Accrued interest - related party		145,232			29,983
Shares issued to settle accounts payable		250			-			-			-			27			-		-			27
Accrued compensation		(4,000	)		(176,000	)
Net Loss		-			-			-			-			-			-		(6,696	)		(6,696	)
Contract payable		(24,366	)		24,366
Balance at December 31, 2015		3,135,000		$	3			37,951,229		$	38		$	18,476		$	27	$	(14,534	)	$	4,010
Stipulated agreement liability, related party		(12,500	)		91,772
Net cash used in operating activities		(523,177	)		(1,278,376	)
Cash flows from investing activities
Advances to related party shareholder		(228,484	)		(313,572	)
Purchase of equipment		-			(65,980	)
Proceeds from sale of asset		44,000			-
Net cash used in investing activities		(184,484	)		(379,552	)
Cash flows from financing activities
Proceeds from issuance of convertible debt		500,000			1,000,000
Proceeds from issuance of common stock		-			750,000
Loans payable		-			(42,000	)
Advances from related party shareholders		253,572			(49,993	)
Net cash provided by financing activities		753,572			1,658,007
Net increase (decrease) in cash		45,911			79
Cash, beginning of year		79			-
Cash, end of year	$	45,990		$	79
Supplemental Information:
Cash paid for:
Taxes	$	-		$	-
Interest Expense	$	-		$	-
Settlement of debt with contributed capital	$	-		$	306,166
Non-cash investing and financing activities
Debt converted to shares of common stock	$	1,675,434		$	365,016
Warrants issued with convertible debt	$	-		$	950,138
Advances for stock issued to related party	$	-		$	949,264
Cashless exercise of warrants	$	750		$	-
Repayment of advances through stock cancellation	$	1,427,320		$	-
Repayment of advances through return of assets	$	64,000		$	-

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

F-6

STAR MOUNTAIN RESOURCES, INC.

~~(FORMERLY~~CONSOLIDATED ~~JAMESON~~STATEMENTS ~~STANFORD~~OF ~~RESOURCES~~CASH ~~CORPORATION)~~FLOWS

~~NOTES~~(US TOdollars ~~THE~~in ~~FINANCIAL STATEMENTS~~thousands)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

	For Years Ended
	December 31, 2015			December 31, 2014
Cash flows from operating activities
Net loss	$	(6,696	)	$	(4,157	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		260			13
Shares and warrants issued for services		4,763			2,501
Stock options		213			-
Contributed capital		-			104
Loss on disposition of asset		-			24
Loss on change in warrant terms		-			187
Cancellation of shares for services		-			(350	)
Amortization of debt discount		21			1,120
Mineral rights write down		-			2
Changes in operating assets and liabilities
Prepaid expense		(44	)		16
Deposits		-			5
Accounts payable and accrued liabilities		96			(92	)
Accounts payable and accrued liabilities - related party		68			-
Accrued interest		17			-
Accrued interest - related party		6			145
Accrued compensation		-			(4	)
Contract payable		-			(24	)
Stipulated agreement liability - related party		-			(13	)

Net cash used in operating activities		(1,296	)		(523	)

Cash flows from investing activities
Advances to related party shareholders		-			(228	)
Acquisition of Balmat		(927	)		-
Sale (Purchase) of equipment		(2	)		44

Net cash used in investing activities		(929	)		(184	)

Cash flows from financing activities
Proceeds from issuance of convertible debt - related party		748			-
Proceeds for issuance of convertible debt		-			500
Proceeds from loans - related party		270			-
Loans repayments - related party		(195	)		-
Loan repayments		(119	)		-
Proceeds from issuance of stock and warrants		2,676			-
Proceeds (payments) to/from related party shareholders		-			254

Net cash provided by financing activities		3,380			754

Net increase in cash		1,155			46

Cash, beginning of period		46			0

Cash, end of period	$	1,201		$	46

Supplemental Information:
Cash paid for:
Taxes	$	-		$	-
Interest Expense	$	-		$	-

Non-cash investing and financing activities
Debt converted to shares of common stock	$	-		$	1,675
Repayment of advances through stock cancellation	$	-		$	1,427
Repayment of advances through return of assets	$	-		$	64
Cashless exercise of warrants	$	-		$	1
Stock and warrants issued for settlement of related party debt	$	391		$	-
Stock and warrants issued for settlement of accounts payable	$	27		$	-
Stock and warrants issued for investment in acquisition	$	3,078		$	-
Debt issued for prepaid expense	$	109		$	-
Debt issued for investment in acquisition	$	14,748		$	-

~~Star~~The ~~Mountain~~accompanying ~~Resources,~~notes Inc. (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~~an onintegral ~~the~~part ~~initiation, production and expansion~~ of ~~our~~these ~~acquired~~consolidated ~~mineral~~financial 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.statements

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 (the “Company”) merged with Bolcán Mining Corporation (“Bolcán Mining”) (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.

NOTE 2 – NAME AND CAPITALIZATION CHANGE

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. The Company’s Board of Directors approved the amendment to the articles of incorporation on November 11, 2014 for the name change and change in authorized capital stock.

NOTE 3 – 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 $7,837,831 as of the year ended December 31, 2014. 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 4 – 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.

F-7

STAR MOUNTAIN RESOURCES, INC.

~~(FORMERLY~~NOTES ~~JAMESON~~TO ~~STANFORD~~CONSOLIDATED ~~RESOURCES~~FINANCIAL ~~CORPORATION)~~STATEMENTS

~~NOTES~~(US TODollars ~~THE~~in ~~FINANCIAL~~Thousands, ~~STATEMENTS~~except share amounts)

~~Property~~NOTE ~~and~~1 ~~Equipment~~– ORGANIZATION AND NATURE OF BUSINESS

~~Property~~Star ~~and~~Mountain ~~equipment~~Resources, ~~consists~~Inc. ~~of a vehicle~~ and ~~laboratory~~subsidiaries ~~equipment~~(the ~~that~~“Company”, ~~is stated at cost of $86~~“we”,~~436~~ ~~and $101~~“us”,~~948,~~ ~~less~~“our”) ~~accumulated~~is ~~depreciation~~a ofminerals ~~$8,170~~exploration ~~and~~company ~~$6,332~~focused aton ~~December~~acquiring ~~31, 2014~~ and ~~2013~~consolidating ~~respectively.~~mining ~~Depreciation expense was $13~~claims,~~407~~ ~~and~~mineral ~~$11~~leases,~~691~~ ~~for the~~producing ~~years ended December 31~~mines, ~~2014~~ and ~~2012, respectively. Depreciation expense is computed using the straight-line method over~~historic ~~the~~mines ~~estimated~~with ~~useful~~production ~~life~~and offuture ~~the~~growth ~~assets,~~potential ~~which~~identified isthrough ~~thirty~~our ~~years~~exploration ~~for~~efforts. ~~buildings~~Currently, ~~five~~our ~~years~~operations ~~for~~are ~~vehicles~~focused on ~~and~~re-commencing ~~six~~mining ~~years~~activities ~~for~~at ~~laboratory equipment. During~~ the ~~year~~Balmat ~~ended~~Zinc ~~December~~Mine ~~31,~~in ~~2014,~~ the ~~Company~~Balmat ~~sold~~mining ~~transportation~~district ~~equipment~~in ~~with~~St. aLawrence ~~cost~~County, ofNew ~~$76,886~~York and ~~disposed~~ ofevaluating ~~furniture~~the ~~with~~feasibility ~~a cost~~ of ~~$2,627.~~further Asexploration ~~a result~~ of ~~the~~minerals ~~judgment~~at ~~against~~ the ~~former~~Star ~~CEO,~~Mountain ~~the~~Mining ~~Company acquired a building with a value of $42~~District,~~880~~ ~~and~~Beaver ~~land with a value of $21~~County,~~120~~ Utah.

~~Revenue~~The Company was incorporated on September 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~~Effective December 15, 2014, the name of the Company ~~recognizes~~was ~~revenue~~changed ~~when~~to ~~products~~Star ~~are~~Mountain ~~fully~~Resources, ~~delivered~~Inc. to better reflect its primary focus to explore and ~~title~~conduct ~~has~~pre-extraction ~~transferred~~activities orfor ~~services~~mineral ~~have~~rights ~~been~~it ~~provided~~holds ~~and~~in ~~collection~~the Star Mining District. In addition, the Company isincreased ~~reasonably~~its ~~assured~~authorized capital stock from 350,000,000 shares to 400,000,000 shares, of which 350,000,000 shares are common stock and 50,000,000 shares are preferred stock.

~~Income~~On ~~Taxes~~November 2, 2015, the Company acquired a 100% interest in Northern Zinc, LLC, a Nevada limited liability company (“Northern Zinc”) pursuant to an October 13, 2015 purchase agreement the Company entered into with Northern Zinc and its sole member, Aviano Financial Group, LLC, a Delaware limited liability company (“Aviano”) (the “Northern Zinc Purchase Agreement”). Northern Zinc and Aviano are unrelated third parties. Concurrent with the Company’s purchase of Northern Zinc, Northern Zinc acquired (a) 100% of the issued and outstanding common stock of Balmat Holding Corporation (“Balmat”) and its wholly owned subsidiary, St. Lawrence Zinc Company, LLC, (“SLZ”) the owner of the mining property known as the Balmat Zinc Mine and (b) certain mining and processing equipment pursuant to an October 13, 2015 purchase agreement the Company entered into with Northern Zinc, HudBay Minerals Inc. (“Hudbay”), Balmat and SLZ (the “Balmat Purchase Agreement”). Balmat, SLZ and Hudbay are unrelated third parties. The Balmat Mine is located in upstate New York. See Note 3 for further details.

~~The~~NOTE ~~Company~~2– ~~applies~~GOING the provisions of Financial Accounting Standards Board Accounting Standard Codification (“ASC”) 740, “Income Taxes.” ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. Due to a loss from inception, the Company has no tax liability. At this time the Company has no deferred taxes arising from temporary differences between income for financial reporting and income tax purposes.CONCERN

~~Mineral~~The ~~Rights~~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 the past two years and had total current assets of $2,034 and total current liabilities of $3,152, resulting in a negative working capital balance of $1,118 as of December 31, 2015. Further losses are anticipated in the development of its business. In view of these matters, there is substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ~~concluded~~ability ~~that~~to ~~mineral~~continue ~~rights~~as ~~meet~~a going concern is dependent upon obtaining the ~~definition~~necessary offinancing ~~tangible~~to ~~assets~~meet its obligations and repay its liabilities arising from normal business operations. ~~Accordingly,~~Management plans to finance the Company’s ~~capitalizes~~operating ~~certain~~ costs ~~related~~over tothe next twelve months with loans from significant shareholders and directors, debt financing, and/or the ~~acquisition~~issuance of ~~mining~~the Company’s ~~claims~~securities. ~~and~~There ~~mineral~~can ~~lease~~be ~~rights~~no assurance that we will be able to raise the necessary financing on acceptable terms or at all. ~~Costs~~If ofmanagement ~~exploring~~is unsuccessful in these efforts, ~~carrying~~discontinuance ~~and~~of ~~retaining~~operations ~~unproven~~is ~~properties,~~possible. The financial statements ifdo not include any, ~~are~~adjustments ~~expensed~~that asmight ~~incurred~~result ~~under~~from ~~Industry~~the ~~Guide~~outcome 7of this uncertainty.

~~Use~~NOTE of3 ~~Estimates~~– BALMAT ACQUISITION

~~The~~On ~~preparation~~November of2, ~~financial~~2015, ~~statements~~the inCompany ~~conformity~~completed the acquisition of Northern Zinc. Concurrent with ~~GAAP~~the ~~requires~~Company’s ~~management~~acquisition toof ~~make~~Northern Zinc, ~~estimates~~Northern Zinc acquired Balmat and ~~assumptions~~its ~~that~~wholly ~~affect reported~~owned ~~amounts~~subsidiary, SLZ (together referred to as the “Balmat Acquisition.”). Each ~~Actual~~of ~~results~~the ~~could~~agreements ~~differ~~is ~~from~~outlined ~~those~~further ~~estimates~~below.

Cash and Cash Equivalents

Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Restricted cash is excluded from cash and cash equivalents and is included in other current and long-term assets.

Surety Bond

The Company maintains a cash surety bond with the State of Utah. The purpose of the bond is to ensure compliant that remediation and reclamation procedures are followed in our exploration activities.

Consolidation

The Company retains Bolcán Mining as a 100% wholly owned subsidiary and consolidates combined operations of both entities in our financial statements. Any intercompany transactions have been eliminated.

F-8

STAR MOUNTAIN RESOURCES, INC.

~~(FORMERLY~~NOTES ~~JAMESON~~TO ~~STANFORD~~CONSOLIDATED ~~RESOURCES~~FINANCIAL ~~CORPORATION)~~STATEMENTS

~~NOTES~~(US TODollars ~~THE~~in ~~FINANCIAL~~Thousands, ~~STATEMENTS~~except share amounts)

~~Long-Lived~~Northern ~~Assets~~Zinc Purchase Agreement

WePursuant ~~regularly~~to ~~evaluate~~the ~~whether~~terms ~~events~~of orthe ~~circumstances~~Northern ~~have~~Zinc ~~occurred~~Purchase ~~that~~Agreement, ~~indicate~~we ~~the~~issued ~~carrying~~10,000,000 ~~value~~shares of our ~~long-lived~~unregistered ~~assets~~common ~~may not~~stock beto ~~recoverable.~~Aviano ~~When~~and assumed ~~factors~~$1,390 ~~indicate~~in ~~the~~debts ~~asset~~of ~~may~~Northern ~~not~~Zinc bein ~~recoverable,~~exchange wefor ~~compare~~100% ~~the~~of ~~related~~Northern ~~undiscounted~~Zinc’s ~~future~~membership ~~net~~interests ~~cash flows~~previously toowned ~~the~~by Aviano. ~~carrying~~We ~~value~~also ofentered ~~the~~into ~~asset~~a tocorporate ~~determine~~development ifconsulting ~~impairment~~agreement ~~exists.~~with IfDavid ~~the~~Linsley, ~~expected~~a ~~future~~principal ~~net~~of ~~cash~~Northern ~~flows~~Zinc; ~~are~~appointed Wayne ~~less~~Rich ~~than the~~as ~~carrying~~our ~~value,~~Chief anFinancial ~~impairment~~Officer; ~~charge~~agreed isto ~~recognized~~appoint ~~based~~two onmembers ~~the~~to ~~fair~~our ~~value~~board of ~~the~~directors ~~asset.~~designated Noby ~~impairments~~Aviano; ~~were~~and ~~indicated or~~offered ~~recorded~~advisory ~~during~~board ~~the~~positions for a period of at least three years ~~ended~~to ~~December~~three ~~31,~~other ~~2014~~individuals ~~and~~associated ~~2013~~with Aviano.

~~NOTE~~Balmat 5Purchase ~~– MINERAL RIGHTS~~Agreement

AtUpon ~~December 31~~closing, ~~2014,~~we ~~the~~acquired ~~Company~~100% ~~had~~of ~~certain~~the ~~mining~~issued ~~claims, mineral leases~~ and ~~excavation~~outstanding ~~rights~~common ~~for~~stock ~~mining~~of ~~projects~~Balmat ~~located~~from ~~in Star~~Hudbay ~~Mining~~for ~~District~~a inpurchase ~~Beaver~~price ~~County,~~of ~~Utah and Ogden Bay Wildlife Management Area in Weber County~~$17,000 ~~Utah. These mineral rights~~payable ~~were~~in ~~acquired~~cash ~~through~~(the ~~staking~~“Balmat ~~and~~Cash ~~purchase,~~Amount”) ~~lease or option agreements~~ and ~~are~~issued ~~subject~~Hudbay ~~to varying royalty interests~~550,000 ~~some~~shares of ~~which are~~our ~~indexed~~unregistered tocommon ~~the sale price of minerals excavated from these properties~~stock. ~~The~~Subsequent ~~Company has not established proven or probable~~to ~~reserves~~closing, ~~on any of its mineral projects~~ and noin ~~minerals~~accordance ~~have~~with ~~been~~the ~~extracted~~purchase ~~from these properties as of December 31~~agreement, ~~2014.~~we ~~Capitalized cost~~issued ofHudBay ~~mineral~~an ~~rights~~additional ~~was $24~~78,~~270~~857 ~~and~~shares ~~$25,869 as~~ of ~~December~~our ~~31,~~unregistered ~~2014 and December 31, 2013, respectively~~common stock.

~~NOTE~~The 6Balmat –Cash ~~INCOME~~Amount ~~TAXES~~is able to be satisfied in any of the following ways:

~~The~~Option ~~provision~~1. ~~for~~Under ~~income~~this ~~taxes~~option, ~~consists~~$1,500 ofwas ~~the~~paid ~~following~~at asclosing ofand ~~December~~the 31balance of $15,500 ~~2014~~will ~~and~~be ~~2013~~paid as follows:

	December 31, 2014			December 31, 2013
Current taxes	$	-		$	-
Deferred Tax Benefit		(180,300	)		(906,600	)
Benefits of Operating Loss Carryforwards		180,300			906,600
Actual provision	$	-		$	-

	●	$500 upon completion of the first shipment of ore concentrate from the Balmat Mine;

	●	$5,000 on the 12-month anniversary of the first shipment of ore concentrate from the Balmat Mine; and

	●	$2,500 on each of the following dates from the first shipment of ore concentrate from the Balmat Mine: 18^th month, 24^thmonth, 30^th month and the 36^thmonth.

~~Any~~Option ~~deferred~~2. ~~tax~~Under ~~asset~~this isoption, ~~considered~~with ~~immaterial~~proper ~~and~~notice ~~has~~to ~~been~~Hudbay ~~fully~~within ~~offset~~three bymonths aof ~~valuation~~the ~~allowance~~closing, ~~because~~the atpurchase ~~this~~price ~~time~~will ~~the~~be ~~Company~~reduced ~~believes~~to ~~that~~$9,000: it$1,500 isin ~~more~~cash ~~likely~~upon ~~than~~closing, ~~not~~which ~~that~~was paid; issuance of the ~~future~~Balmat ~~tax~~Acquisition ~~benefit~~Shares ~~will~~valued ~~not~~at be$500 ~~realized~~which aswere issued; and the ~~Company~~balance ~~has~~of ~~cannot~~$7,000 ~~predict~~to ~~when or~~be ifpaid itwithin ~~will~~three ~~have~~days ~~taxable~~after ~~income~~proper innotice ~~the~~to ~~future~~Hudbay.

	December 31, 2014			December 31, 2013
DEFERRED TAX ASSETS
Current	$	-		$	-
Noncurrent		-			-
Net operating losses		573,100			994,300
Total DTA	$	573,100		$	994,300
DEFERRED TAX LIABILITIES
Current		-			-
Noncurrent		(13,600	)		(20,600)
Valuation Allowance		(559,500	)		(973,700	)
NET DEFERRED TAXES	$	-		$	-

Under Option 2, Northern Zinc would also immediately assume all environmental liabilities in respect of the Balmat Mine and all liabilities relating to or arising from any claims by existing or former employees relating to employment, termination, on-the-job injuries or death, unsafe working conditions or exposure to potentially harmful substances and waive its right to indemnification by HudBay in respect of certain damages identified in the purchase agreement with Hudbay.

~~The~~Option ~~Company’s~~3. ~~provision~~Under ~~for~~this ~~income~~option, ~~taxes~~with ~~was~~proper $0notice ~~for~~to ~~the~~Hudbay ~~year~~within ~~ended~~30 ~~December~~days ~~31,~~before ~~2014~~the ~~since~~12-month ~~the~~anniversary ~~Company~~of ~~incurred~~the ~~net~~first ~~operating~~shipment ~~losses~~of ~~since~~ore ~~inception~~concentrate ~~that~~from ~~have~~the aBalmat ~~full~~Mine, ~~valuation~~the ~~allowance~~purchase ~~through~~price ~~December~~will 31be reduced to $16,500: ~~2014.~~$1,500 ~~The~~in ~~Company’s~~cash ~~net~~upon ~~federal~~closing, ~~operating~~which was ~~loss~~paid; ~~carry~~issuance ~~forward~~ of ~~approximately~~the Balmat Acquisition Shares valued at $1500,~~469,000~~ ~~begins~~which towere ~~expire~~issued; inand ~~2031.~~the balance of $14,500 paid as follows:

	●	$400 upon completion of the first shipment of ore concentrate from the Balmat Mine; and

	●	$4,700 on each of the following dates from the first shipment of ore concentrate from the Balmat Mine: 12^th month, 18^thmonth and 24^th month.

Notwithstanding the above Balmat Cash Amount options, if any portion of the purchase price has not been paid under Options 1 or 3 within 48 months of the closing date (or 54 months of the closing date if we have not elected one of the options) then the entire unpaid balance shall be immediately due and payable no later than the end of the 48^th or 54^th month, respectively.

F-9

STAR MOUNTAIN RESOURCES, INC.

~~(FORMERLY~~NOTES ~~JAMESON~~TO ~~STANFORD~~CONSOLIDATED ~~RESOURCES~~FINANCIAL ~~CORPORATION)~~STATEMENTS

~~NOTES~~(US TODollars ~~THE~~in ~~FINANCIAL~~Thousands, ~~STATEMENTS~~except share amounts)

Operating Losses
Expires	Amount
2031	$	67,000
2032	$	225,000
2033	$	715,000
2034	$	462,000
Total	$	1,469,000

Fair Value Determination and Allocation of Consideration

~~ASC~~The ~~740~~purchase ~~requires~~price ~~the~~allocation ~~reduction~~presented ofbelow ~~deferred~~is ~~tax~~preliminary ~~assets~~and byincludes ~~a valuation allowance if, based on~~ the ~~weight~~use of ~~available~~estimates. ~~evidence,~~This itpreliminary allocation is based ~~more~~on ~~likely~~information ~~than not~~ that ~~some~~was oravailable ~~all~~to ofmanagement at the ~~deferred~~time ~~tax~~these ~~assets~~audited ~~will~~consolidated ~~not~~financial bestatements ~~realized~~were prepared. ~~The~~We believe ~~total~~the ~~deferred~~estimates ~~tax~~used ~~asset~~are isreasonable ~~calculated by~~and ~~multiplying~~the asignificant ~~39%~~effects ~~marginal~~of ~~tax~~the ~~rate~~transaction byare properly reflected. However, the estimates ~~cumulative~~are ~~Net~~subject ~~Operating~~to ~~Loss~~change ~~(“NOL”)~~as ofadditional ~~$573,100.~~information ~~The~~becomes ~~total~~available ~~valuation allowance~~and is ~~equal~~assessed toby the ~~total~~Company. ~~deferred~~These ~~tax~~amounts ~~asset~~will be offinalized ~~$559,500,~~as ~~less~~soon ~~the~~as ~~total~~possible, ~~deferred~~but ~~tax~~no ~~liability~~later ofthan ~~$13,600,~~one ~~showing~~year ~~a decrease of $414,200~~ from the ~~year~~acquisition ~~ended December 31, 2013~~date.

AUpon ~~reconciliation~~the ~~between~~completion ~~income~~of ~~taxes~~this atacquisition, ~~statutory~~the ~~tax~~Company ~~rates~~acquired ~~(39%) and~~ the ~~actual~~following ~~income~~assets ~~tax provision for continuing operations as of December 31, 2014~~ and ~~2013~~assumed isthe asfollowing ~~follows~~liabilities:

	December 31, 2014			December 31, 2013
Assets received:
Expected provision (based on statutory rate)	$	(1,621,100	)	$	(1,161,700	)
Cash	$	72
Effect of:
Prepaid expense		163
Increase in valuation allowance		180,300			906,600
Spare parts inventory		500
Non-deductible expenses		1,440,800			255,100
Land		1,855
Actual provision	$	-		$	-
Buildings		850
Machinery and equipment		23,903
Mineral reserves		3,165
Mineral rights		3,660
Restricted cash – surety bond		1,664
Total assets received	$	35,832
Liabilities assumed:
Loans payable		1,390
Asset retirement obligation		17,906
Liabilities		28
Total liabilities assumed	$	19,324
Total consideration paid	$	16,508

The ~~Company~~consideration ~~has~~paid ~~not~~was ~~made~~comprised ~~any~~of ~~adjustments~~$1,000 toin ~~deferred~~cash, ~~tax~~$12,431 ~~assets~~in ora ~~liabilities.~~deferred ~~The~~payment ~~Company~~liability, ~~did~~and ~~not~~10,628,857 ~~identify~~shares ~~any material uncertain tax positions~~ of the Company ~~on returns that have been filed or that will be filed. The Company has not had income from operations~~’s ~~and~~stock ~~has~~(including ~~deferred~~78,857 ~~items~~shares ~~consisting~~subscribed ~~entirely~~as of ~~unused~~December ~~net operating losses as disclosed above. Since it is unknown whether this net operating loss will ever produce a tax benefit~~31, ~~even~~2015) ifvalued ~~examined~~at ~~by taxing authorities and disallowed entirely~~$3, ~~there would be no effect on the financial statements~~078.

~~The~~Acquisition-related ~~Company’s~~costs ~~policy~~of is$210 towere ~~recognize~~incurred ~~potential~~during ~~interest and penalties accrued related to unrecognized tax benefits within income tax expense. For~~ the ~~years~~year ended December 31, ~~2014~~2015 and ~~2013,~~are ~~the~~included ~~Company~~in ~~did~~General ~~not~~and ~~recognize~~administrative ~~any~~line ~~interest~~item ~~or penalties, nor did~~in weour ~~have~~statement ~~any interest or penalties accrued as~~ of ~~December 31, 2014 and 2013 related to unrecognized benefits~~operations.

The ~~Company~~acquisition ~~has~~generated ~~not~~no ~~filed~~revenue ~~the~~since ~~federal income tax return in~~ the ~~U.S~~November ~~for the year ended December 31~~2, ~~2014. An extension has been filed for which the federal return will be due on September 15,~~ 2015. ~~The~~acquisition ~~tax years ended December 31, 2014 and 2013 are open for examination for federal income tax purposes and by other major taxing jurisdictions to which we are subject~~date.

~~NOTE~~The 7following –unaudited ~~TRANSACTIONS~~pro ~~WITH~~forma ~~RELATED~~information ~~PARTIES~~has been prepared for illustrative purposes only and assumes the acquisition occurred on January 1, 2014. The unaudited pro forma results have been prepared based on estimates and assumptions, which we believe are reasonable, however, they are not necessarily indicative of the consolidated results of operations had the acquisition occurred on January 1, 2014, or of future results of operations. Balmat Acquisition related costs of $210 have been excluded from the pro forma amounts.

At the year ended December 31, 3014, related parties contributed services that were valued at $103,500. This was recorded in the Statements of Operations and Additional Paid in Capital on the Balance Sheet.

At the period ended December 31, 2014, the Company owed a related party $253,572.

During the year ended December 31, 2014, related parties were issued 4,100,867 shares of common stock upon conversion of convertible debt and the exercise of warrants.

During the year ended December 31, 2014, related parties were issued 2,325,000 shares of common stock for services rendered on behalf of the Company.

F-10

STAR MOUNTAIN RESOURCES, INC.

~~(FORMERLY~~NOTES ~~JAMESON~~TO ~~STANFORD~~CONSOLIDATED ~~RESOURCES~~FINANCIAL ~~CORPORATION)~~STATEMENTS

~~NOTES~~(US TODollars ~~THE~~in ~~FINANCIAL~~Thousands, ~~STATEMENTS~~except share amounts)

On September 22, 2014 the Company obtained a Default Judgment against Michael Stanford, its former sole director, CEO and largest shareholder awarding the Company money damages of $23.5 million, requiring Mr. Stanford to return to the Company 25,000,000 shares of its common stock and for him to transfer to the Company a residential property located in Milford, Utah 84751 and injunctive relief based upon the wrongful, fraudulent and tortuous acts involving the Company. Mr. Stanford returned the stock and conveyed title to the property prior to entry of this judgment. As part of this cancellation the amount owed to the Company by the former CEO of $1,401,320 for personal use of Company assets was eliminated. See Note 12 – Legal Proceedings

	Year Ended December 31,
	2015			2014
Total revenues:
As reported	$	-		$	-
Pro forma	$	-		$	-
Net Loss:
As reported	$	(6,696	)	$	(4,157	)
Pro forma	$	(10,499	)	$	(9,324	)
Basic and diluted loss per share:
As reported	$	(0.29	)	$	(0.12	)
Pro forma	$	(0.46	)	$	(0.28	)

~~note~~NOTE 84 – ~~stipulated~~SUMMARY ~~Agreement~~OF ~~LIABILITY,~~SIGNIFICANT ~~RELATED~~ACCOUNTING ~~PARTY~~POLICIES

~~The~~Basis ~~Company entered into an agreement with Michael Christiansen (“Christiansen”), a former officer~~ of ~~the~~Accounting ~~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~~Principles ~~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 resulting in a remaining liability of $79,272 recorded as Stipulated Agreement Liability in the accompanying financial statements.consolidation

~~NOTE~~These 9consolidated –financial ~~CONVERTIBLE~~statements ~~NOTES~~have been prepared in accordance with U.S. GAAP and are inclusive of the accounts of Star Mountain Resources, Inc. and its wholly-owned subsidiaries, which consist of its wholly-owned subsidiaries, Bolcan Mining, LLC and Northern Zinc, LLC and Northern Zinc’s wholly-owned subsidiary, Balmat Holding Corporation, and Balmat’s wholly owned subsidiary, St. Lawrence Zinc Company, LLC. Certain comparative figures have been reclassified to conform to the financial statement presentation adopted for the current year. All numbers in the consolidated financial statements are presented in U.S. dollars, unless otherwise denoted.

OnRecent ~~August~~Accounting ~~19,~~Pronouncements 2013 the Company issued a $500,000 convertible promissory note and warrants to purchase shares of common stock, on January 22, 2014 the Company issued a $200,000 convertible promissory note and warrants to purchase shares of common stock and on March 12, 2014, the Company issued a $300,000 convertible promissory note and warrants to purchase shares of common stock. All of these transactions were with the Company’s Chief Executive Officer and a director.

OnIn ~~October~~August 182014, ~~2013~~FASB ~~the~~issued ~~Company~~Accounting ~~issued~~Standards ~~another~~Update ~~$500~~(“ASU”) No. 2014-15,~~000~~ ~~convertible~~“Presentation ~~promissory~~of ~~note~~Financial ~~and~~Statements-Going Concern ~~warrants~~(Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to ~~purchase~~Continue ~~shares~~as ofa ~~common~~Going ~~stock~~Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a ~~director~~going ofconcern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. We are currently assessing the ~~Company~~impact the adoption of ASU 2014-15 will have on our financial statements and related disclosures.

OnUse ~~October 22, 2014, convertible promissory notes in the principal amount~~ of $1,500,000 and accrued interest on the notes in the amount of $175,433 were converted to 3,350,867 shares of common stock at a conversion price of $.50 per share. In connection with the conversion, the Company entered into an Amendment to Common Stock Purchase Warrants related to warrants which reduced the exercise price of all unexercised warrants owned by the holders of the convertible notes from $1.00 per share to $0.50 per share. The warrants were exercised by both related parties pursuant to its cashless exercise provisions and were issued an aggregate of 750,000 shares of the Company’s unregistered common stock. See Note 11 – Equity Transactions below.Estimates

AtThe preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the ~~year~~reported ~~ended~~amounts ~~December~~of 31assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The amounts which involve significant estimates include (i) Balmat Acquisition purchase price estimates including land, ~~2014~~PP&E, ~~there~~mineral ~~were~~reserves, nomineral ~~convertible~~rights ~~promissory~~and the ~~notes~~deferred orpurchase ~~warrants~~price ~~outstanding~~obligation (ii) property, plant and equipment estimated salvage values and assessment of impairment, (ii) fair value of certain assets and liabilities, (iii) contingent liabilities and (iv) asset retirement obligations. These estimates are reviewed and, as adjustments become necessary, they are reported in earnings in the period in which they became known. Actual results could differ from those estimates.

NOTE 10 – CONTRACTS AND LEASE COMMITMENTS

Office Leases

As of July 1, 2014, 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 was recorded to the Statements of Operations and recorded as Additional Paid in Capital on the Balance Sheet.

NOTE 11 – EQUITY TRANSACTIONS

On February 27, 2014, the Company issued 650,000 shares of its Common Stock to a professional services company controlled by the Company’s former Chief Financial Officer. Based on a closing common share value of $.70 on the issuance date, professional services expense of $455,000 was recorded.

F-11

STAR MOUNTAIN RESOURCES, INC.

~~(FORMERLY~~NOTES ~~JAMESON~~TO ~~STANFORD~~CONSOLIDATED ~~RESOURCES~~FINANCIAL ~~CORPORATION)~~STATEMENTS

~~NOTES~~(US TODollars ~~THE~~in ~~FINANCIAL~~Thousands, ~~STATEMENTS~~except share amounts)

OnCash ~~September 22, 2014, 25,000,000 shares of the Company’s common stock owned by its former CEO were returned~~ and ~~cancelled pursuant~~Cash to a court order in connection with the Company’s litigation with Michael Stanford, its former CEO. On February 2, 2015, an additional 910,000 shares of the Company’s stock was cancelled as part of the court order against Mr. Stanford. As a result of the cancellation of shares, the amount owed to the Company by the former CEO for personal use of Company assets was eliminated. See Note 12 – Legal Proceedings.Equivalents

OnCash ~~November~~and ~~25,~~cash ~~2014,~~equivalents ~~the~~consist ~~Company agreed to issue an aggregate~~ of ~~2,325,000~~all ~~shares~~cash ofbalances ~~its unregistered common stock to consultants, officers~~ and ~~directors~~liquid ofinvestments ~~the~~with ~~Company~~an inoriginal ~~lieu~~maturity of ~~unpaid~~three ~~compensation~~months ~~and~~or ~~services provided to the Company~~less.

~~Share~~Restricted ~~Cancellation~~Cash

OnThe ~~October~~Company 1maintains, ~~2014~~at times, ~~but~~cash ~~effective~~deposits ~~September~~and/or ~~18,~~surety ~~2014,~~bonds aas ~~shareholder~~required ~~signed~~by anregulatory ~~Agreement~~bodies ofas ~~Mutual~~assurance ~~Understanding~~for ~~and~~the ~~Settlement~~funding ~~wherein~~of future reclamation costs associated with the ~~shareholder~~Company’s ~~agreed~~reclamation obligations. These funds held in cash deposits and/or used as collateral for surety bonds are restricted to: that purpose and are not available for the Company’s use until the reclamation obligations have been fulfilled. Restricted cash is classified as a non-current asset.

1.At December ~~Cancel~~31, a2015, ~~non-binding~~the ~~Memorandum~~amounts of ~~Understanding~~these ~~(“MOU”)~~restricted ~~wherein~~cash itdeposits ~~was~~totaled ~~purported~~$1,688 toof ~~contract~~which $1,664 is invested in a certificate of deposit which renews automatically for ~~the~~additional ~~purchase~~terms of ~~common~~one ~~shares~~year or more. This amount is in lieu of ~~the~~a ~~Company~~mine land reclamation bond and ~~grant~~is aheld ~~certain~~in ~~Royalty~~escrow (for the ~~“Royalty”);~~New 2York State Department of Environmental Conservation. ~~Return~~Interest ~~3,860,000~~earned ~~shares~~on the certificate of ~~common~~deposit ~~stock~~is ~~resulting~~not inpart of the ~~shareholder~~bonding ~~having~~obligation ~~1,500,000~~and ~~shares~~as atsuch $is classified as a current asset.50 ~~per~~The ~~share~~remaining ~~for~~balance ~~the~~of $~~750,000~~24 ~~previously~~is associated ~~invested.~~with ~~The~~a ~~shares~~cash ~~were~~surety ~~cancelled~~bond onheld ~~October~~with 1,the ~~2014;~~state ~~and~~of 3Utah. ~~Surrender~~At ~~all~~December ~~rights~~31, to2014, only the ~~Royalty~~cash insurety bond of $24 with the state ~~original~~of ~~MOU~~Utah was held.

OnConcentration ~~September 25, 2014, the former Chief Financial Officer~~ of ~~the~~Credit Company and the professional services company he controlled entered into an agreement to return to the Company for cancellation 500,000 shares of its common stock issued in February 2014. In addition to the cancellation of the shares, he agreed to cancel the fees charged to the Company for accounting and financial consulting work in the amount of $13,716.Risk

~~Debt~~The Company maintains cash in bank deposit accounts, which at times may exceed federally insured limits. The Company has not experienced any losses in such accounts and ~~Warrant~~does ~~Conversion~~not believe it is exposed to any significant credit risk with its cash and cash equivalents.

On October 22, 2014, convertible promissory notes in the principal amount of $1,500,000 and accrued interest on the notes in the amount of $175,433 were converted to 3,350,867 shares of common stock at a conversion price of $.50 per share. In connection with the conversion, the Company entered into an Amendment to Common Stock Purchase Warrants related to warrants which reduced the exercise price of all unexercised warrants owned by the holders of the convertible notes from $1.00 per share to $0.50 per share. The holders of the warrants exercised the warrants pursuant to its cashless exercise provisions and were issued an aggregate of 750,000 shares of the Company’s unregistered common stock. See Note 10 – Convertible Notes and Warrants. The total number of shares issued as part of the conversion and exercise was 4,100,867.Inventories

~~NOTE~~Parts 12and –supplies ~~LEGAL~~are ~~PROCEEDINGS~~expected to be held and consumed during development or resumption of mining activities and are valued at the lower of cost or replacement value. Cost is determined on an average basis.

OnProperty ~~August 20, 2014 the Company filed a complaint in the Fifth Judicial District Court, Beaver County, Utah (Civil Case No. 140500023) against Michael Stanford, its former sole director, CEO~~ and its largest shareholder based upon the alleged wrongful, fraudulent and tortuous acts whereby Mr. Stanford committed the pervasive, profound, continuous, repeated, and ongoing wrongful and fraudulent acts and omissions resulting in at least $2,591,359 in losses for the Company, $1,272,321 in fraudulent claimed business expenses, $1,319,038 representing investment monies diverted from the Company and monies deposited directly into Mr. Stanford’s personal accounts and the improper issuance to Mr. Stanford of 25,000,000 shares of the Company’s common stock in exchange for the stock of Bolcán Mining in May 2012 whose assets were highly inflated at the time the Company completed this acquisition. The complaint also alleges that Mr. Stanford misappropriated for his own personal uses $750,000 of investment capital that was to be invested in the Company, the failure to disclose his history of litigation, his general fraudulent conduct in dealing with the Company and threats of violence against the Company’s officers and other persons related to the Company.Equipment

~~Based~~(i) Mineral ~~on this conduct~~property, ~~the~~exploration ~~complaint included a claim for an accounting, conversion, fraudulent misrepresentation~~ and ~~fraudulent~~mine ~~nondisclosure, interference~~development with present and prospective economic relations, declaratory judgment, and injunctive relief. The complaint seeks, among other things, monetary damages of $5,873,675, injunctive relief and punitive damages, cancellation of 25,000,000 shares of the Company’s common stock and the Company’s costs, expenses and attorney’s fees associated with the this lawsuit.expenditures:

Mineral property acquisition costs, including indirectly related acquisition costs, are capitalized when incurred. Acquisition costs include cash consideration and the fair market value of common shares issued as consideration. Exploration costs are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven and probable reserves under SEC Industry Guide 7, development costs related to such reserves incurred after such determination will be considered for capitalization. The establishment of proven and probable reserves is based on results of feasibility studies which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be amortized over their estimated useful lives or units of production, whichever is a more reliable measure. Capitalized amounts relating to a property that is abandoned or otherwise considered uneconomic for the foreseeable future will be written off.

(ii) Property, plant and equipment (PP&E):

Expenditures for PP&E additions, major replacements and improvements are capitalized at cost. PP&E is depreciated using the straight-line method and is depreciated over the estimated useful lives of the assets. Productive/useful lives range from 5 to 10 years, but do not exceed the useful life of the individual asset. Determination of expected useful lives for depreciation calculations are made on a property-by-property or asset-by-asset basis. Our estimates for reserves, mineralized material, and other resources are a key component in determining our units of production depreciation rates.

F-12

STAR MOUNTAIN RESOURCES, INC.

~~(FORMERLY~~NOTES ~~JAMESON~~TO ~~STANFORD~~CONSOLIDATED ~~RESOURCES~~FINANCIAL ~~CORPORATION)~~STATEMENTS

~~NOTES~~(US TODollars ~~THE~~in ~~FINANCIAL~~Thousands, ~~STATEMENTS~~except share amounts)

On(iii) Impairment ~~May 27, 2014, Mr. Stanford resigned as an officer and director~~ of ~~the Company. Our current management had no knowledge of Mr. Stanford’s improper conduct as alleged in the complaint which relate to his actions prior to his resignation.~~assets

OnThe ~~September 22, 2014, the~~ Company ~~received~~reviews ~~notice that a Default Judgment~~ and ~~Order~~evaluates ~~Granting Default Judgment and Relief (~~the ~~“Judgment”) had~~carrying ~~been~~value ~~issued~~of byits ~~the~~assets ~~Fifth~~when ~~Judicial~~events ~~District~~or ~~Court,~~circumstances ~~Beaver~~indicate ~~County,~~that ~~Utah in~~ the ~~Company’s~~carrying ~~complaint in Civil Case No. 140500023~~amounts ~~filed~~of ~~against~~related ~~Michael~~assets ~~Stanford,~~or ~~its~~groups ~~former~~of ~~sole~~assets ~~director,~~may ~~CEO~~not ~~and~~be ~~its former largest shareholder (the “Stanford Lawsuit”). The Judgment requires~~recoverable, ~~among~~or ~~other~~at ~~things,~~least ~~that Mr~~annually. ~~Stanford~~If ~~render a full accounting to~~ the ~~Company,~~estimated ~~orders~~future ~~the~~economic ~~return~~benefit ~~of 25,000,000~~is ~~shares~~less ofthan ~~Company common stock, and~~ the ~~transfer~~carrying amount of ~~a residential property located at 510 West Center, Milford, Utah 84751 to~~ the ~~Company~~asset, asan ~~well~~impairment ascharge ~~transfers~~is ~~ownership~~recorded ofbased ~~all~~on the ~~personal~~difference ~~property~~between ~~located within~~ the ~~real~~carrying ~~property to the Company. The~~amount ~~Judgment~~and ~~also enjoins Mr. Stanford from representing that he is involved in the business of the Company or~~ its ~~subsidiaries~~estimated ~~to any~~fair ~~person~~value or(less ~~entity,~~costs ~~as well as permanently enjoining Mr. Stanford from offering or pretending~~ to ~~offer~~sell for ~~sale~~assets ~~any~~to ~~stock~~be ~~or security~~disposed ~~interest~~of inby ~~the Company or its affiliated entities. The injunction further prohibits Mr. Stanford from offering or pretending to offer for~~ sale) ~~any~~as ~~actual~~a orcharge ~~fabricated business opportunity related in any way~~ to ~~the~~operations. ~~Company~~For ~~or an affiliate of~~ the ~~Company.~~years ~~The~~ended ~~Judgment~~December ~~permanently enjoins Mr. Stanford from wasting~~31, ~~concealing,~~2015 ~~withholding,~~and ~~transferring~~2014, ~~transmitting,~~impairment orcharges ~~transporting across~~of ~~any~~nil ~~state~~and ~~boundary~~$2 ~~any~~were ~~asset~~recorded, ~~corporate opportunity, record, or title to which the Company is entitled and/or that has been purchased or produced in whole or in part through use of the Company or any subsidiary of the Company~~respectively.

~~The~~Business Judgment further enjoins Mr. Stanford from, among other things, and with the a limited exception of communications made during settlement negotiations, communicating with, threatening, assaulting, bribing any past or present officer, employee, agent, investor, or representative of the Company or its subsidiaries, tampering with or destroying records and property relating to Judgment. The Judgment forbids Mr. Stanford from leaving the State of Utah, and also from leaving the United States, and orders Mr. Stanford to surrender his passport to the Court, until such time as Mr. Stanford shall render an accounting to the Company to the satisfaction of the Court.Combinations

~~The~~We ~~Judgment~~account ~~also~~for ~~orders~~business ~~Mr.~~combinations ~~Stanford~~using tothe ~~pay~~purchase ~~the~~method ~~Company’s~~of ~~costs,~~accounting. ~~expenses,~~The ~~and~~purchase ~~attorney’s~~method ~~fees~~requires ~~associated~~us ~~with~~to determine the ~~Stanford~~fair ~~Lawsuit,~~value asof ~~well~~all asacquired ~~past~~assets, ~~present,~~including ~~and~~identifiable ~~future~~intangible ~~accrual~~assets and ~~proximate~~all ~~damages~~assumed ~~suffered~~liabilities. ~~due~~The tototal ~~the~~cost ~~loss~~of ~~and harm caused by Mr. Stanford’s~~acquisitions ~~acts~~is ~~and~~allocated ~~omissions in relation~~ to the ~~Stanford~~underlying ~~Lawsuit~~identifiable innet ~~the amount of $5~~assets,~~873,675.~~ ~~The~~based ~~court~~on ~~further~~their ~~ordered~~respective ~~punitive~~estimated ~~damages against~~fair Mrvalues. ~~Stanford~~Determining in the ~~amount~~fair value of ~~treble~~assets ~~the~~acquired ~~current~~and ~~known~~liabilities ~~actual~~assumed ~~damages~~requires ~~(other~~management’s ~~than~~judgment ~~the retitled securities~~ and the ~~Milford, Utah~~utilization ~~residential property), for a total~~ of ~~$17~~independent valuation experts,~~621,025,~~ and ~~post-judgment~~often ~~interest.~~involves ~~The Judgment is without prejudice to any future suit~~ the ~~Company~~use orof ~~any~~significant ~~other~~estimates ~~entity~~and ~~or investor may have for additional~~assumptions, ~~non-duplicative~~including ~~damages~~assumptions ~~and~~with ~~relief~~respect ~~that~~to ~~may~~future ~~be revealed~~cash asinflows ~~necessary~~and ~~through~~outflows, ~~any~~discount ~~further~~rates ~~audits~~ and ~~rendering~~asset oflives, anamong ~~accounting~~other ~~that may occur in connection the Mr~~items. ~~Stanford.~~

OnIncome September 17, 2014, prior to the entering of the Judgment, Mr. Stanford conveyed to the Company the real property located at 510 West Center, Milford, Utah 84751 and executed an irrevocable stock power of attorney to convey 25,000,000 shares of our common stock that he owned for cancellation by the Company. The 25,000,000 shares of common stock were cancelled on September 22, 2014.Taxes

WeThe ~~are~~Company ~~evaluating~~accounts ~~what~~for ~~future~~income ~~legal~~taxes ~~proceedings~~under wethe ~~may~~asset ~~pursue~~and inliability ~~order~~method. toDeferred ~~collect~~tax ~~money~~assets ~~damages~~and ofliabilities ~~$23,494,700~~are ~~awarded~~recognized ~~to us pursuant~~for to the ~~Judgment.~~future ~~The~~tax ~~Company’s~~consequences ~~ability~~attributable to ~~collect~~differences ~~any~~between ~~further~~the ~~amounts~~financial onstatement ~~the~~carrying ~~Judgment~~amounts ~~is,~~of ~~however,~~existing ~~inherently~~assets ~~unpredictable~~and liabilities and istheir ~~subject~~respective totax ~~significant~~bases. ~~uncertainties~~Deferred tax assets and, ~~therefore,~~liabilities ~~determining~~are ~~the~~measured ~~likelihood~~using ofenacted atax ~~recovery~~rates ~~and/or~~expected to ~~the~~apply ~~measurement~~to ~~of any~~taxable ~~recovery~~income isin ~~complex.~~the ~~Consequently,~~years wein which those temporary differences are ~~unable~~expected to ~~estimate~~be ~~the~~recovered ~~range~~or ofsettled. ~~reasonably~~Under ~~possible~~the asset ~~recovery.~~and ~~Our~~liability ~~assessment~~method, ~~is based~~the effect on andeferred ~~estimate~~tax assets and ~~assumption~~liabilities ~~that~~of ~~has~~a ~~been~~change ~~deemed~~in ~~reasonable~~tax byrates ~~management,~~is ~~but~~recognized ~~the~~in ~~assessment~~income in ~~process~~the ~~relies~~period ~~heavily~~that ~~on an~~includes ~~estimate~~the ~~and~~enactment ~~assumption~~date. ~~that~~A ~~may~~valuation ~~prove~~allowance tois berecognized ~~incomplete~~if orit ~~inaccurate,~~is ~~and~~more ~~unanticipated~~likely ~~events~~than ~~and~~not ~~circumstances~~that ~~may~~the ~~occur~~entire ~~that~~or ~~might~~some ~~cause~~portion usof tothe ~~change~~deferred ~~that~~tax ~~estimate~~asset ~~and~~will ~~assumption~~not be recognized.

~~NOTE~~The 13Company’s –policy ~~SUBSEQUENT~~is ~~EVENTS~~to recognize potential accrued interest and penalties related to unrecognized tax benefits within income tax expense. For the years ended December 31, 2015 and 2014, the Company did not recognize any interest or penalties, nor did we have any interest or penalties accrued as of December 31, 2015 and 2014, related to unrecognized benefits.

OnAsset ~~February~~Retirement 2, 2015, the Fifth District Court of Beaver County issued an Order for Cancellation of Certain Stock in connection with the Stanford Lawsuit. Pursuant to this Order, share certificates in Mr. Stanford’s possession representing an aggregate of 910,000 shares of Company common stock were to be cancelled. These shares are in addition to the 25 million shares that were returned to the Company by Mr. Stanford and cancelled on September 22, 2014. The 910,000 shares were cancelled on February 2, 2015.Obligations

In connection with the Company’s business, it is required to reclaim the sites at which it is conducting its mining activities once those activities have been completed. The fair value of that liability is measured based on an expected cash flow approach, discounted using a credit-adjusted risk-free rate. If a change in timing or estimated expected cash flows results in a downward revision of the asset retirement obligation, then the undiscounted revised estimate of expected cash flows is discounted using the credit-adjusted risk-free rate in effect at the date of initial measurement and recognition of the original asset retirement obligation.

F-13

STAR MOUNTAIN RESOURCES, INC.

~~(FORMERLY~~NOTES ~~JAMESON~~TO ~~STANFORD~~CONSOLIDATED ~~RESOURCES~~FINANCIAL ~~CORPORATION)~~STATEMENTS

~~NOTES~~(US TODollars ~~THE~~in ~~FINANCIAL~~Thousands, ~~STATEMENTS~~except share amounts)

OnChanges ~~February~~in ~~11,~~our ~~2015,~~asset ~~the~~retirement ~~Board~~obligations ofare ~~Directors~~summarized ofin the ~~Company~~following ~~appointed~~table 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. The option vests with respect to the remaining 200,000 shares 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.~~thousands):

The Employment Agreement continues until terminated by either party in accordance with the terms of the Employment Agreement. If Mr. Osterberg terminates the Employment Agreement for Good Reason (as hereinafter defined), he will continue to receive Incentive Compensation and his salary for a period for two years. In addition, the Option will vest in full. For purposes of the Employment Agreement, “Good Reason” means (i) the assignment of duties inconsistent with the position of President and Chief Operating Officer; (ii) a non-consensual, significant and substantial reduction in compensation and benefits (except in the case of an equal reduction in salaries for all senior executives because of the financial condition of Employer); or (iii) the failure by the Company to obtain from any successor, an agreement to assume and perform the Employment Agreement. If Mr. Osterberg resigns without Good Reason, he is entitled to receive salary and Incentive Compensation only through the date of resignation and the Option will be deemed vested only through the date of the resignation.

	Year ended December 31,
	2015		2014
Balance, beginning of period	$	-	$	-

Additions (Balmat Acquisition, see Note 3)		17,906		-
Releases		-		-
Revisions to cost estimates		-		-
Balance, end of period	$	17,906	$	-

IfCommon the Employment Agreement is terminated due to Mr. Osterberg’s incapacity, Mr. Osterberg will receive Incentive Compensation for 30 days after his incapacity and salary for 30 days, plus one month. If Mr. Osterberg should die, his estate will receive Incentive Compensation through the end of the then-current month, and Mr. Osterberg’s salary for three months following his death. In addition, the Option will be deemed vested through the end of the 3-month period following his death.Shares

IfCommon ~~the~~shares ~~Company~~issued ~~terminates the Employment Agreement~~ for ~~Cause~~non-monetary ~~(as~~consideration ~~hereinafter~~are ~~defined),~~recorded ~~Mr.~~at ~~Osterberg~~fair ~~will~~market ~~receive~~value ~~salary~~based ~~and~~upon ~~Incentive Compensation through~~ the ~~date~~trading ofprice ~~his termination, and the Option will be deemed vested only through the date~~ of ~~termination.~~our ~~For purposes~~shares ofon the ~~Employment Agreement, “Cause” means: (i) any act of dishonesty or fraud with respect to the Company,~~ asshare ~~reasonably~~issuance ~~determined by the Board of Directors; (ii) Mr~~date. ~~Osterberg’s~~Common ~~conviction~~shares ofissued afor ~~felony,~~monetary orconsideration ~~any~~are ~~crime~~recorded ~~involving moral~~at ~~turpitude or (iii) any other criminal act, reasonably determined by~~ the ~~Board~~amount ~~of Directors~~received, toless beissuance ~~causing harm to the Company’s standing and reputation; (iv) Mr~~costs. Osterberg’s continued failure to perform his duties to the Company after ten (10) days’ written notice thereof, or (v) the actual conduct of negligence or misconduct by Mr. Osterberg with respect to the Company, as reasonably determined by the Board of Directors.

IfStock-based ~~the Company terminates the Employment Agreement without Cause, Mr. Osterberg is entitled to receive Incentive~~ Compensation ~~and salary for a period of one month. In addition, the Option will be deemed vested through the date of termination.~~

InThe ~~the~~fair ~~event~~value of ashare-based ~~Change~~compensation ofawards ~~Control~~issued ~~(as~~to ~~hereinafter~~employees ~~defined), Mr. Osterberg will receive Incentive Compensation~~ and adirectors ~~lump sum payment~~ of ~~his salary representing two months’ salary. In addition,~~ the ~~Option~~Company ~~will~~is bemeasured ~~deemed~~at ~~to be fully vested. For purposes of~~ the ~~Employment~~date ~~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~~grant ~~persons~~and ~~different~~amortized ~~from~~over the ~~persons~~requisite ~~holding~~service ~~those securities immediately prior to such transaction in a transaction approved by the stockholders~~period, orwhich ~~the~~is ~~sale,~~generally ~~transfer, or other disposition of more than 75% of~~ the ~~total~~vesting ~~combined~~period. ~~voting~~The ~~power of the~~ Company~~’s outstanding~~ ~~securities~~uses ~~to a person or persons different from~~ the ~~persons~~Black-Scholes ~~holding~~option valuation ~~those~~model ~~securities immediately prior~~ to ~~such~~calculate ~~transaction; or (ii)~~ the ~~sale,~~fair ~~transfer~~value ~~or other disposition~~ of ~~all~~awards 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 Companygranted.

InWhen ~~connection~~a ~~with~~share-based ~~entry~~compensation ~~into~~award is exercised and the ~~Employment~~resulting ~~Agreement~~common shares are issued, Mrthe fair value of such award as determined on the date of grant is transferred to common shares. ~~Osterberg~~In ~~also~~the ~~executed~~case of a ~~non~~share-~~disclosure~~based ~~and~~compensation ~~invention~~award ~~and~~that ~~copyright~~is either cancelled ~~assignment~~or ~~agreement.~~forfeited ~~The~~prior ~~signing~~to ~~bonus~~vesting, ~~shares~~the ~~have~~amortized ~~not~~expense ~~yet~~associated ~~been~~with ~~issued~~the unvested awards is reversed.

Loss per Share

The loss per share is computed using the weighted average number of shares outstanding during the period. To calculate diluted loss per share, the Company uses the treasury stock method and the if-converted method. Diluted loss per share is not presented as the effect on the basic loss per share would be anti-dilutive. At December 31, 2015 and 2014, the Company had 12,475,000 and nil in potentially dilutive securities, respectively.

Fair value of financial instruments

Our financial instruments may at times consist of cash and cash equivalents, accounts receivable, restricted cash, accounts payable and accrued liabilities, notes payable and asset retirement obligations. U.S. GAAP defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and establishes a fair-value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority):

	●	Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

	●	Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means.

F-14

STAR MOUNTAIN RESOURCES, INC.

~~(FORMERLY~~NOTES ~~JAMESON~~TO ~~STANFORD~~CONSOLIDATED ~~RESOURCES~~FINANCIAL ~~CORPORATION)~~STATEMENTS

~~NOTES~~(US TODollars ~~THE~~in ~~FINANCIAL~~Thousands, ~~STATEMENTS~~except share amounts)

~~On March~~● ~~17,~~Level ~~2015,~~3 ~~the~~— ~~Board~~Prices ofor ~~Directors~~valuation ~~ratified~~techniques arequiring ~~settlement~~inputs ofthat ~~claims~~are ~~made~~both bysignificant an investor regarding the purported purchase of 32,000 shares of common stock in November, 2013 from the former Chief Executive Officer. The Board of Directors deemed it advisable and in the best interests of the Company to ~~approve certain corporate actions taken by~~ the ~~Company~~fair-value inmeasurement ~~connection with the global settlement of any~~ and all outstanding potential actions and issues between the Company and the investor by way of the Company permitting the purchase of an additional 82,000 common shares of the Company in February and March 2015 at a stated price of $0unobservable.25 per common share for the total proceeds of $20,500. The settlement included the issuance of 32,000 shares of common stock with the effective date of November, 2013 and the Company would initiate the legal opinion to remove the Rule 144 restriction from these shares. The total of 114,000 shares of common stock was issued on March 17, 2015.

The Company continually monitors its cash positions with, and the credit quality of, the financial institutions with which it invests. The Company maintains balances in various U.S. financial institutions in excess of U.S. federally insured limits. The Company’s balances of cash and cash equivalents, accounts payable and accrued liabilities, and notes payable approximate fair value.

The following table presents information about financial instruments recognized at fair value on a recurring basis as of December 31, 2015 and 2014, and indicates the fair value hierarchy (in thousands):

	December 31, 2015								December 31, 2014
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Reclamation deposits		-	$	1,688		-		1,688		-		24		-		24
Total financial assets	$	-	$	1,688	$	-	$	1,688	$	-	$	24	$	-	$	24

Liabilities
Purchase price obligation – Balmat Acquisition		-		-		12,431		12,431		-		-		-		-
Asset retirement obligation		-		-		17,906		17,906		-		-		-		-
Total financial assets and liabilities	$	-	$	1,688	$	30,337	$	32,025	$	-	$	24	$	-	$	24

The fair value of the Company’s purchase price obligation was estimated by a third party as part of the purchase price accounting for the Balmat Acquisition. The third party used a probability-weighted discounted cash flow model in order to arrive at a fair value of the liability. A discounted cash flow model was used to calculate the net present value of the various payment options to satisfy the outstanding purchase price obligation. See Note 3 – Balmat Acquisition for a detailed description of each payment option able to satisfy the remaining obligation. An estimated probability weighting was then assigned to each option’s estimated net present value to arrive at the overall estimated fair value. Significant unobservable inputs include management’s estimated timing of activities (including option election dates and timing of first concentrate shipments) associated with payments due under the agreement as well as the discount rate applied within the model. A discount rate of 4.6% was applied. Acceleration of timing of elections or shipments of first concentrates would accelerate payments due, therefore increasing the net present value of a given payment option. An upward/downward adjustment to the discount rate would result in an inverse effect on the overall fair value, all else being equal.

The fair value of the Company’s asset retirement obligation was estimated by a third party as part of the purchase price accounting for the Balmat Acquisition. The third party used the cost method to estimate the fair value of the liability. Significant unobservable inputs include management’s cost estimates and the estimated timing of those costs, the annual inflation rate applied to cost estimates and the discount rate used to discount the inflated cost estimates. The undiscounted costs of reclamation were estimated at $19,126 and are expected to be incurred within the next 1 to 28 years. A 3.6% annual inflation rate and 4.6% discount rate were applied. Any upward/downward adjustments to the estimated costs or inflation rate would result in a corresponding adjustment to the fair value estimate, all else being equal. An upward/downward adjustment to the discount rate would result in an inverse effect on the overall fair value, all else being equal.

NOTE 5 – PREPAID EXPENSES AND OTHER

At December 31, 2015, the Company had prepaid expenses totaling $333 that was for property taxes, insurance premiums and consulting contracts. All are being amortized over the time period associated with the prepaid expense.

F-15

STAR MOUNTAIN RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in Thousands, except share amounts)

NOTE 6 – MINERAL RIGHTS AND RESERVES

At December 31, 2015, the Company had certain mining claims, mineral leases and excavation rights for its exploration properties in the Star Mining District in Beaver County, Utah and its Balmat Mine in Gouverneur, New York.

Mineral rights associated with the Balmat Mine include 51,428 acres of mineral rights located in St. Lawrence and Franklin Counties of New York and are comprised of multiple individual parcels in selected areas in and around the mines. In addition, there are 4,774 acres of leased and optioned mineral rights in the Balmat mine area and surrounding areas of interest.

These mineral rights were acquired through purchase or lease agreements and are subject to varying royalty interests, some of which are indexed to the sale price of minerals excavated from these properties. For the years ended December 31, 2015 and 2014, no minerals were extracted from these properties. Capitalized cost for mineral rights totaled $3,684 and $24 as of December 31, 2015 and 2014, respectively.

Proven and Probable Reserves

On November 2, 2015, as part of the Balmat Acquisition, the Company acquired mineral reserves valued at $3,165.

“Reserves” are defined by the SEC Industry Guide 7 as that part of a mineral deposit, which could be economically and legally extracted or produced at the time of the reserve determination. “Recoverable” reserves mean zinc that is economically recoverable using existing equipment and methods under federal and state laws currently in effect. “Proven (measured) reserves” are defined by Guide 7 as reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established. “Probable reserves” are defined by Guide 7 as reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.

Our reserve estimates were prepared by Mark Odell, P.E.; Laura Symmes; and Sarah Bull, P.E. of Practical Mining LLC. The report titled Mineral Reserves at the Balmat Mine, St. Lawrence County, New York, dated the 30th day of January, 2016, with an effective date of November 2, 2015, presents summaries based on a technical evaluation by the three professionals. The professionals are specialists in the fields of geology, exploration and mining data management, mineral reserve estimation, and mine engineering.

Reserve classifications were assigned each block based on the distance along the plunge direction from the nearest underground excavation. The quantity or distance from drill composites had no bearing on classification adding a degree of conservatism to the estimates. All reserves are stated as a final salable product.

As of December 31, 2015, our estimate of proven and probable reserves was:

Reserve Class	Tons (000’s)		Zinc %
Proven		152		9.0
Probable		434		9.2
Total		585		9.2

1.	Mineral Reserves have been estimated at a zinc price of $0.92/pound.

2.	Metallurgical recovery for zinc is 96%.

3.	Mine losses of 5% and unplanned mining dilution of 10% have been applied to the designed mine excavations.

4.	Zinc grades and contained zinc metal are run-of-mine estimates before applying metallurgical recoveries.

F-16

STAR MOUNTAIN RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in Thousands, except share amounts)

NOTE 7– PROPERTY, PLANT AND EQUIPMENT

At December 31, 2015 and 2014, property, plant and equipment consisted of the following:

	December 31, 2015						December 31, 2014
			Accumulated		Net Book				Accumulated		Net Book
	Cost		Depreciation		Value		Cost		Depreciation		Value

Buildings	$	892	$	16	$	876	$	43	$	-	$	43
Machinery & Equipment		18,911		231		18,680		18		6		12
Mobile Equipment		4,984		16		4,967		-		-		-
Office Furniture & Equipment		33		4		28		5		2		3
	$	24,820	$	268	$	24,552	$	66	$	8	$	58

Depreciation expense for the year ended December 31, 2015 and 2014 was $260 and $13, respectively.

As part of the Balmat Acquisition (see Note 3), we acquired 2,699 acres of surface rights located within St. Lawrence County in north-central New York. The fair value of this property at acquisition was estimated at $1,855.

NOTE 8 – RELATED PARTY TRANSACTIONS

2014

Joseph Marchal, the Company’s CEO and Executive Chairman, loaned the Company $254 bearing interest at 12% per annum. The balance payable to Mr. Marchal, including accrued interest, was $260 as of December 31, 2014.

As of December 31, 2014, the Company had an outstanding liability to Michael Christiansen, a former officer of the Company. See additional information in Note 9 – Debt.

2015

Mr. Marchal loaned the Company an aggregate of $270 in cash and paid expenses totaling $62 on behalf of the Company at various times during the year ended December 31, 2015. The Company made cash payments to Mr. Marchal during the year totaling $195 and $32, respectively, of principal and interest on these advances. In addition, Mr. Marchal agreed to convert $141 of the amounts lent as part of the Unit Offering that closed on June 30, 2015. See Note 12 – Shareholders’ Equity. Mr. Marchal also agreed to convert the remaining $250 of the amounts loaned as part of the Unit Offering that closed on October 31, 2015. See Note 12 – Shareholders’ Equity for further details related to the offering. On November 10, 2015, Mr. Marchal purchased $275 in convertible notes as further described in Note 9 – Debt. As of December 31, 2015, the Company owed Mr. Marchal $275 in principal and $4 in accrued interest associated with these convertible notes.

Edward Brogan, one of the Company’s Directors, purchased $250 and $750 worth of units in the June 30, 2015 and October 31, 2015 unit offerings, respectively. See Note 12 – Shareholders’ Equity for further details related to each offering. Additionally, on November 10, 2015, Mr. Brogan purchased $600 in convertible notes as further described in Note 9 – Debt. As of December 31, 2015, the Company owed Mr. Brogan $600 in principal and $10 in accrued interest associated with these convertible notes.

Donald Sutherland, one of the Company’s Directors, purchased $200 worth of units in the October 31, 2015 unit offering. See Note 12 – Shareholders’ Equity for further details related to the offering.

F-17

STAR MOUNTAIN RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in Thousands, except share amounts)

On March 1, 2015, Mark Osterberg, the Company’s President and COO, was issued 50,000 shares as a one-time signing bonus as part of his employment agreement. The value of the shares was estimated at $1.20 per share.

During the year ended December 31 2015, related parties were issued shares of common stock for services rendered. These shares were issued at $1.10 per share. The related party, date of issuance and number of shares are outlined below:

Related Party	Date of Issuance		Number of Shares Issued
Joseph Marchal, CEO and Executive Chairman		May 15, 2015		500,000
Edward Brogan, Director		May 15, 2015		250,000
Donna Moore, Controller and CAO		May 15, 2015		50,000
Doug MacLellan, Director		May 15, 2015		50,000
Donald Sutherland, Director		May 15, 2015		50,000
Mark Osterberg, President and COO		May 15, 2015		50,000
Summit Capital USA, Inc.		May 15, 2015		500,000
Joseph Marchal, CEO and Executive Chairman		October 1, 2015		1,000,000
Edward Brogan, Director		October 1, 2015		1,000,000
Donna Moore, Controller and CAO		October 1, 2015		50,000
Doug MacLellan, Director		October 1, 2015		50,000
Donald Sutherland, Director		October 1, 2015		50,000
TOTAL				3,600,000

On September 30, 2015, the Company issued 5,000 shares of the Company’s Series B preferred stock to Summit Capital USA, Inc., a significant stockholder of the Company (“Summit”), in consideration of (i) the cancellation of $28 of $55 of fees due and payable as of August 31, 2015 by the Company to Summit, and (ii) payment in respect of consulting services, business advisory, operational, Securities and Exchange Commission compliance and litigation support services provided by Summit for the period commencing July 1, 2015 through to and including December 31, 2015.

As of December 31, 2015, the Company had an outstanding liability to Michael Christiansen, a former officer of the Company. See additional information in Note 9 – Debt.

F-18

STAR MOUNTAIN RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in Thousands, except share amounts)

NOTE 9 –DEBT

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 (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: $11 on or before August 15, 2013; $11 on or before September 15, 2013; $11 on or before October 15, 2013; and the balance in installments of $15 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 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 $13. At December 31, 2014 and 2015, the remaining liability of $79 is recorded as Stipulated Agreement Liability in the accompanying financial statements.

Notes Payable

On November 2, 2015, the Company issued an $850 promissory note bearing interest at 8% per annum as part of the Balmat Acquisition (see Note 3), of which $750 was payable within ten days of issuance with the remaining $100 to be paid no later than November 2, 2016, or such earlier date as the Company has completed a transaction resulting in cash proceeds of at least $6,000. As of December 31, 2015, the Company had not paid any part of this promissory note and had recorded $11 of accrued interest associated with this note.

On November 2, 2015, the Company issued a $540 promissory note bearing interest at 8% per annum for payment of legal fees relating to the Balmat Acquisition. The Company is obligated to pay $50 per month for ten consecutive months with a final payment of $40 plus accrued interest due on the 15^th day of the eleventh month. As of December 31, 2015, the Company had paid $100 of this loan and had recorded $6 of accrued interest associated with this note.

There was no issuance costs incurred related to these notes.

Notes Payable – Related Party

On November 10, 2015, the Company sold a total of 87.5 units to the CEO and Executive Chairman and a Director in a private offering. Each unit consisted of:

(i) one convertible note in the principal amount of $10 per unit that bears simple interest at the rate of 10% per annum and is payable by the Company on a lump sum basis with respect to principal and interest on or before October 31, 2016, unless earlier repaid at the sole option of the Company or converted into common stock at a conversion price of $1.00 per share;

(ii) 5,000 shares of the Company’s common stock; and

(iii) a warrant to purchase 5,000 shares of the Company’s common stock at $2.00 per share for a period of three years from the date of issuance.

Therefore, the aggregate total of all notes issued was $875. The Company issued a total of 437,500 common shares and warrants to purchase a total of 437,500 common shares. As equity treatment was determined appropriate for the common stock and warrants issued with the convertible notes, the proceeds were allocated based on relative fair values. The fair value of the common stock issuance of 437,500 shares was estimated at $127, or $0.29 per share as estimated by independent valuation experts as part of the purchase price valuation performed for the Balmat Acquisition. The fair value of the warrants was estimated at $21 using a Black-Scholes model with inputs including a market price of the Company’s common shares of $0.29 per share, an exercise price of $1.00, a two-year term, volatility of 70%, a risk-free rate of 0.75% and no assumed dividends.

Based on the relative fair values, initial note principal and note discount of $875 and $126, respectively, were recorded. As of December 31, 2015, the Company had recorded $21 in accretion of the note discount and $14 of accrued interest associated with these related party notes. The effective interest rate of the notes is 24.5%.

F-19

STAR MOUNTAIN RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in Thousands, except share amounts)

Purchase Price Obligation – Balmat Acquisition

As is described in detail in Note 3, the Company is able to satisfy the remaining amount owed to HudBay related to the Balmat Acquisition in one of three ways (the purchase price obligation) where:

	●	the estimated fair value of this purchase price obligation of $12,431 was determined using a discounted cash flow model, with future cash flows estimated based upon probability-weighted scenarios of payments under the three repayment options;

	●	the current portion of this purchase price obligation of $500 reflects the Company’s plan to resume production at the Balmat Mine within the next 12-months; and

	●	because of the repayment options available to the Company and the fact that the Company has not yet selected one of these repayment options, we are not able to say with certainty when the long-term portions of this purchase price obligation will be paid.

Notwithstanding the above, if any portion of the purchase price obligation has not been paid within 48 months of the closing date (or 54 months of the closing date if we have not elected one of the options) then the entire unpaid balance is immediately due and payable to Hudbay no later than November 2, 2019 or May 2, 2020, respectively.

NOTE 10 – INCOME TAXES

The provision for income taxes consisted of the following as of December 31, 2015 and 2014:

	December 31, 2015			December 31, 2014

Current taxes	$	-		$	-
Deferred Tax Benefit		(5,288	)		(180	)
Benefits of Operating Loss Carryforwards		5,288			180
Actual provision	$	-		$	-

Any deferred tax asset has been fully offset by a valuation allowance because at this time the Company believes that it is more likely than not that the future tax benefit will not be realized as the Company cannot predict when or if it will have taxable income in the future.

	December 31, 2015			December 31, 2014

DEFERRED TAX ASSETS
Current	$	-		$	-
Noncurrent		-			-
Net operating losses		6,375			573
Total Deferred Tax Assets		6,375			573
DEFERRED TAX LIABILITIES
Current		-			-
Noncurrent		(4,798	)		(14	)
Valuation Allowance		(1,577	)		(559	)
Net Deferred Taxes	$	-		$	-

The Company’s provision for income taxes was $0 for the year ended December 31, 2015 since the Company incurred net operating losses that have a full valuation allowance through December 31, 2015. The Company’s net federal operating loss carry forward of approximately $16,348 begins to expire in 2031.

F-20

STAR MOUNTAIN RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in Thousands, except share amounts)

Operating Losses
Expires	Amount
2031	$	67
2032		225
2033		1,815
2034		681
2035		13,560
Total	$	16,348

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The total deferred tax asset is calculated by multiplying a 39% marginal tax rate by the cumulative Net Operating Loss (“NOL”) of $16,348. The total valuation allowance is equal to the total deferred tax asset of $6,375, less the total deferred tax liability of $4,798, resulting in an increase of $5,288 from the year ended December 31, 2014.

A reconciliation between income taxes at statutory tax rates (39%) and the actual income tax provision for continuing operations as of December 31, 2015 and 2014 follows:

	December 31, 2015			December 31, 2014

Expected provision (based on statutory rate)	$	(2,612	)	$	(1,621	)
Effect of:
Increase in valuation allowance		5,288			180
Non-deductible expenses		(2,676	)		1,441
Actual provision	$	-		$	-

The Company has not made any adjustments to deferred tax assets or liabilities. The Company did not identify any material uncertain tax positions of the Company on returns that have been filed or that will be filed. The Company has not had income from operations and has deferred items consisting entirely of unused net operating losses as disclosed above. Since it is unknown whether this net operating loss will ever produce a tax benefit, or if examined by taxing authorities and disallowed entirely, there would be no effect on the financial statements.

The Company’s policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense. For the years ended December 31, 2015 and 2014, the Company did not recognize any interest or penalties, nor did we have any interest or penalties accrued as of December 31, 2015 and 2014 related to unrecognized benefits.

The Company has not yet filed its U.S. federal income tax return for the year ended December 31, 2015 but has filed an extension. With the extension, our U.S. federal return will be due on or before September 15, 2016. The tax years ended December 31, 2015 and 2014 are open for examination for federal income tax purposes as well as other taxing jurisdictions to which we are subject.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Royalty Payments

On a portion of the Balmat Mine’s mineral leases, the Company is subject to royalty payments of up to 4% of the net smelter return on ores mined from these properties.

F-21

STAR MOUNTAIN RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in Thousands, except share amounts)

Potential environmental contingency

Our exploration and development activities are subject to various federal and state laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations. We have made, and expect to make in the future, expenditures to comply with such laws and regulations.

Legal Matters

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 25,000,000 shares that Mr. Stanford returned to the Company and were 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 $23,495 awarded to us pursuant to the judgment. 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 estimates and assumptions deemed reasonable by management, but the assessment process relies heavily on estimates and assumptions that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions.

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 have a material adverse effect on our consolidated financial position, results of operations or cash flows.

NOTE 12 – SHAREHOLDERS’ EQUITY

Common Stock

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 11 – Legal Matters.

On March 1, 2015, the Company issued 50,000 shares of common stock pursuant to the employment agreement with Mark Osterberg, the Company’s President and COO. These shares were valued at $1.20 per share.

On March 17, 2015, the Company issued 114,000 shares of its common stock in exchange for payment of $21 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.

On May 15, 2015, the Company issued 1,550,000 shares of its common stock to related parties for services rendered and to be rendered during the six months ended June 30, 2015. These shares were valued at $1.10 per share. See Note 8 – Related Party Transactions.

On June 30, 2015, the Company issued 310,000 shares of its common stock in exchange for equity investments totaling $105.

On June 30, 2015, the Company issued 2,280,000 shares of its common stock as part of the June 30, 2015 Unit Offering, described in further detail below.

F-22

STAR MOUNTAIN RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in Thousands, except share amounts)

On July 28, 2015, the Company issued 110,000 shares of its common stock to a related party as part of the June 30, 2015 Unit Offering, described in further detail below. See Note 8 – Related Party Transactions.

On September 30, 2015, the Company issued 2,150,000 shares of its common stock to related parties for services rendered and to be rendered during the year ended December 31, 2015. The shares were valued at $1.10 per share. See Note 8 – Related Party Transactions.

On September 30, 2015, the Company issued 100,000 shares of its common stock to unrelated parties for services rendered and to be rendered during the year ended December 31, 2015. The shares were valued at $1.10 per share.

On September 30, 2015, the Company issued 500,000 shares of its common stock to an unrelated party as a good-faith, partial payment for the Balmat Acquisition. The shares were valued at $0.29 per share. See Note 3.

On October 28, 2015, the Company issued the remaining 50,000 shares of its common stock to an unrelated party as payment for the Balmat Acquisition. The shares were valued at $0.29 per share. See Note 3.

On October 31, 2015, the Company issued 3,130,000 shares of its common stock as part of the Series C Preferred Offering discussed below for total funds received of $1,315 and $250 of related party note payable cancellation. See Note 8 – Related Party Transactions.

On November 2, 2015, the Company issued 10,000,000 shares of its common stock as partial consideration of the Balmat Acquisition. The shares were issued at $0.29 per share.

On November 10, 2015, the Company issued 437,500 shares of its common stock as part of a convertible note offering with two related parties. See Note 7 for related party details and Note 9 – Notes Payable – Related Party.

On December 22, 2015, the Company issued 110,000 shares of its common stock for payment received of $55 that was part of the June 30, 2015 Unit Offering, described in further detail below.

Series B Preferred Stock

On September 30, 2015, the Company filed with the Secretary of State of Nevada a certificate of designation of preferences, rights and limitations creating the Company’s Series B preferred stock and designating the rights and preferences of the Series B preferred stock (the “Series B Certificate of Designation”). The Series B Certificate of Designation authorized the issuance of up to 100,000 shares of Series B preferred stock with a par value of $0.001 per share. Holders of the Series B preferred stock are entitled to one hundred votes per share on matters submitted to a vote of the Company’s stockholders.

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary of involuntary, the holders of the Series B preferred stock will be entitled to receive out of the assets of the Company an amount equal to the par value of the Series B Preferred and any other fees or liquidated damages then due and owing, for each share of Series B preferred stock before any distribution or payment is made to the holders of any junior securities, and if the assets of the Company are insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series B preferred stock will be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The preference rights of the Series B Preferred Stock precedes the rights of the Series C Preferred Stock.

F-23

STAR MOUNTAIN RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in Thousands, except share amounts)

Subject to the terms of the Series B Certificate of Designation, the Series B preferred stock is convertible, at any time after six months after the date of issuance into that number of shares of common stock determined by multiplying the number of shares of Series B preferred stock by one hundred, subject to adjustment as provided in the Series B Certificate of Designation. The Company will not affect any conversion of Series B preferred stock, and the holder of Series B preferred stock will not have the right to convert any portion of the Series B preferred stock, to the extent that, after giving effect to the conversion, the holder and its affiliates and any person acting as a group with the holder or any of its affiliates would beneficially own in excess of 4.99% of the Company’s outstanding common stock.

On September 30, 2015, the Company issued 5,000 shares of its Series B preferred stock to an unrelated party for services rendered and to be rendered during the year ended December 31, 2015, for a value of $550. Each share of the Series B preferred stock was valued at $1.10 per share to reflect the value of the 500,000 shares of common stock issuable upon conversion of the Series B preferred stock.

Series C Preferred Stock

On September 30, 2015, the Company filed with the Secretary of State of Nevada a certificate of designation of preferences, rights and limitations creating the Company’s Series C preferred stock and designating the rights and preferences of the Series C preferred stock (the “Series C Certificate of Designation”). The Series C Certificate of Designation authorized the issuance of up to 5,000,000 shares of Series C preferred stock with par value of $0.001 per share, with a stated value equal to $.50 per share, subject to increase as set forth in the Series C Certificate of Designation.

Holders of the Series C preferred stock are entitled to ten votes per share on matters submitted to a vote of the Company’s stockholders.

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary of involuntary, the holders of the Series C preferred stock will be entitled to receive out of the assets of the Company an amount equal to the par value of the Series C Preferred and any other fees or liquidated damages then due and owing, for each share of Series C preferred stock before any distribution or payment is made to the holders of any junior securities, and if the assets of the Company are insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series C preferred stock will be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The preference rights of the Series C Preferred Stock are secondary to those of the Series B Preferred Stock.

Subject to the terms of the Series C Certificate of Designation, the Series C preferred stock is convertible, at any time after six months after the date of issuance into that number of shares of common stock determined by multiplying the number of shares of Series C preferred stock by one-half, subject to adjustment as provided in the Series C Certificate of Designation. The Company will not affect any conversion of Series C preferred stock, and the holder of Series C preferred stock will not have the right to convert any portion of the Series C preferred stock, to the extent that, after giving effect to the conversion, the holder and its affiliates and any person acting as a group with the holder or any of its affiliates would beneficially own in excess of 4.99% of the Company’s outstanding common stock.

October 31, 2015 Series C Preferred Offering

On October 31, 2015, the Company issued 3,130,000 shares of Series C Preferred Stock as part of its Series C Preferred Offering for total funds of $1,315 and $250 of related party note payable cancellation. See Note 8 – Related Party Transactions.

F-24

STAR MOUNTAIN RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in Thousands, except share amounts)

Unit Offerings

June 30, 2015 Offering

On June 30, 2015, the Company completed its offering of 1,000 units (the “Units”) of its common stock and warrants at a price of $1 per Unit for an aggregate offering amount of $1,000. To cover an over-allotment in this offering, we sold an additional 250 Units for an additional aggregate offering amount of $250 bringing the total amount sold in this offering to $1,250. The Units were sold to thirteen accredited investors, one of whom included our CEO and Executive Chairman, who purchased 141 Units by converting $141 previously loaned to the Company. Each Unit consisted of 2,000 shares of common stock together with callable common stock purchase warrants entitling the holder thereof to purchase 2,000 shares of common stock at an exercise price of $1.00 per share for a period of three years from the date of acquisition, unless earlier called by the Company in the event the common stock trades at or above three dollars ($3.00) per share for a period exceeding ten (10) consecutive trading days (the “Warrant”). The Company elected to sell to an unrelated party 110 Units in this offering for a promissory note in the principal amount of $110 due July 10, 2015. The note accrued interest at the rate of 5% per annum. At the closing of this offering, the Company issued an aggregate of 2,280,000 shares of common stock and warrants to purchase 2,280,000 shares of common stock. Including the receipt of the $110 from the promissory note, the offering totaled $1,250.

On July 28, 2015, the Company agreed to issue 55 Units to an unrelated party and to extend the payment terms of the remaining $55 for an additional 55 units as part of the $110 promissory note it received from that party in connection with the Company’s offering of its Units discussed above. By December 31, 2015, the promissory note was paid and 110,000 shares were issued for the $55 received. In addition, on July 28, 2015, the Company agreed to sell the remaining 55 Units from this offering to its CEO and Executive Chairman who converted $55 of principal amount of his previous loan to the Company. The 110,000 shares and warrants associated with the purchase of these 55 units were issued in July, 2015.

October 31, 2015 Offering

On October 31, 2015, the Company completed its offering of 3,130 units (the “October Units”) of its common stock, Series C Preferred stock and Series A and Series B warrants at a price of $0.50 per Unit. The proceeds from the offering totaled $1,565, which included $250 from our CEO and Executive Chairman who purchased 500 Units by converting amounts previously loaned to the Company. The October Units were sold to nine accredited investors. Each October Unit consisted of one share of the Company’s Series C Preferred Stock, one share of the Company’s common stock, one Series A common stock warrant entitling the holder to purchase an additional share of the Company’s common stock at an exercise price of $0.75 per share for a period of two years, and one Series B common stock warrant entitling the holder to purchase one share of the Company’s common stock at an exercise price of $1.50 per share for a period of three years. In total, the Company issued 3,130,000 shares of common stock and 3,130,000 shares of the Company’s Series C Preferred Stock. The Series A warrants were valued at $123 and the Series B warrants were valued at $93. See further details on the warrants’ fair value calculations below.

November 10, 2015 Offering

On November 10, 2015, the Company completed an offering totaling $875 to two related parties. See details of the offering at Note 9 – Debt.

F-25

STAR MOUNTAIN RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in Thousands, except share amounts)

Stock Options

On March 1, 2015, as part of an employment agreement, the Company granted an option to purchase 250,000 shares of the Company’s common stock with an exercise price of $0.50 per share. The option vested as follows: 50,000 shares upon execution of the employment agreement; 50,000 shares each on March 31, 2015; June 30, 2015; September 30, 2015; and December 31, 2015. On the grant date, the Company estimated the fair value of the grant using the Black Scholes option pricing model using the closing price of our common shares on the grant date as quoted on the stock exchange where the majority of our trading volume and value of the shares occurs, assuming a maturity of 2.7 years, 0.896% risk free rate and an 88.83% volatility.

The stock-based compensation cost recognized in our consolidated statements of operations for the years ended December 31, 2015 and 2014 was $213 and $0, respectively, and is included within Compensation in the consolidated statements of operations. As of December 31, 2015, there was no unrecognized compensation cost related to unvested stock options, as all outstanding options were fully vested. No options were exercised during the years ended December 31, 2015 and 2014. At December 31, 2015, there was $40 in aggregate intrinsic value of outstanding and exercisable stock options, using an assumed value $0.66 per share of our common stock.

The following is a summary of the status of the Company’s stock options as of the year ended December 31, 2015 and 2014 and changes through the periods ended on those dates:

	For the years ended December 31,
	2015				2014
	Number of Stock Options		Weighted Average Exercise Price		Number of Stock Options		Weighted Average Exercise Price
Outstanding, beginning of period		-	$	-		-	$	-

Granted		250,000		0.50		-		-
Exercised		-		-		-		-
Cancelled/Expired		-		-		-		-

Outstanding, end of period		250,000	$	0.50		-	$	-

Exercisable, end of period		250,000	$	0.50		-	$	-

Weighted-average fair value per share of options granted during period	$	0.85			$	-

Warrants

The Company issued warrants, each exercisable for one of the Company’s common shares, to investors in connection with offerings of the Company that closed on June 30, 2015; October 31, 2015; and November 2, 2015. The exercise price and exercise period are outlined below:

	Total Warrants		Exercise Price		Expiration Date
June 30, 2015 Offering		2,500,000	$	1.00	6/30/2018
October 31, 2015 Offering - Series A Warrants		3,130,000	$	0.75	10/31/2017
October 31, 2015 Offering - Series B Warrants		3,130,000	$	1.50	10/31/2018
November 10, 2015 Offering		437,500	$	2.00	11/10/2018
		9,197,500

F-26

STAR MOUNTAIN RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in Thousands, except share amounts)

The fair value of the warrants issued during the year ended December 31, 2015 was estimated using a Black-Scholes model with significant inputs including:

Risk-free interest rate	0.75%-0.896	%
Expected volatility	70.0%-88.83	%
Expected dividend yield	0
Expected term in years	2.0 – 3.0
Estimated forfeiture rate	0

Based on the above inputs, the value of these warrants was estimated at $234 See Note 9 – Notes Payable – Related Party for details related to valuation and accounting for the warrants issued as part of the November 10, 2015 Offering.

The following table summarizes our warrant activity for the years ended December 31, 2015 and 2014:

	For the year ended December 31, 2015				For the year ended December 31, 2014
	Number of Warrants		Weighted- Average Exercise Price (USD$)		Number of Warrants		Weighted- Average Exercise Price (USD$)
Outstanding, beginning of period		-	$	-		-	$	-

Granted		9,197,500		1.13		-		-
Exercised		-		-		-		-
Expired		-		-		-		-

Outstanding, end of period		9,197,500	$	1.13		-	$	-

NOTE 13 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Summarized quarterly results for the years ended December 31, 2015 and 2014:

	For the year ended December 31, 2015
	4th Quarter			3rd Quarter			2nd Quarter			1st Quarter

Total Revenue	$	-		$	-		$	-		$	-
Net Loss		(2,727	)		(1,752	)		(1,776	)		(441	)
Basic and Diluted Loss Per Share		(0.08	)		(0.08	)		(0.10	)		(0.03	)

	For the year ended December 31, 2014
	4th Quarter			3rd Quarter			2nd Quarter			1st Quarter

Total Revenue	$	-		$	-		$	-		$	-
Net Loss		(2,618	)		(433	)		(364	)		(742	)
Basic and Diluted Loss Per Share		(0.17	)		(0.01	)		(0.01	)		(0.02	)

F-27

STAR MOUNTAIN RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in Thousands, except share amounts)

NOTE 14 – SUBSEQUENT EVENTS

On January 1, 2016, the Company entered into a six-month consulting agreement for services relating to shareholder information and public relations. As compensation for these services, the consulting firm was issued 200,000 shares of the Company’s common stock valued at $0.66 per share.

On February 24, 2016, the Company entered into a six-month consulting agreement for services relating to management consulting and business advisory. As compensation for these services, the consulting firm was issued 150,000 shares of the Company’s common stock valued at $0.51 per share.

On March 17, 2016, the Company closed a $500 bridge loan with the Development Authority of North Country, bearing interest at 2.25%. The loan is secured by an assignment of mineral and mining rights and by certain pieces of equipment at our Balmat Mine. Net proceeds received after fees were $492.

F-28

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~None~~On January 27, 2016 (the “Resignation Date”), the Company was notified by our independent auditors, HJ & Associates, LLC (“HJ”), that as a result of the sale of HJ’s assets to Haynie & Company of Salt Lake City, UT (“Haynie”), HJ had resigned as our independent registered public accounting firm. As a result of such resignation, on January 27, 2016, we engaged Haynie, as our new independent registered public accounting firm by way of the unanimous written resolution of our board of directors on the same date.

The report of HJ on the Company’s consolidated financial statements for the fiscal year ended December 31, 2014, did not contain an adverse or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles except that the report raised substantial doubts on our ability to continue as a going concern as a result of the Company’s recurring losses from operations and working capital deficit.

During the most recent fiscal year and through the Resignation Date, there were (i) no disagreements between the Company and HJ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of HJ, would have caused HJ to make reference thereto in their report on the consolidated financial statements for that year, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

During the most recent fiscal years and through the Resignation Date, the Company had not consulted with Haynie regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Haynie concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

AsThe ~~required~~principal byexecutive officer and principal financial officer, with the supervision of the Board of Directors and participation of management, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(be) under the Exchange Act), weas ~~carried~~of ~~out~~December an31, ~~evaluation~~2015. ofBased on the ~~effectiveness~~evaluation, of the ~~design~~principal executive officer and ~~operation~~principal financial officer ofconcluded ~~our~~that the disclosure controls asand ofprocedures ~~the~~in ~~end~~place ofare ~~the~~effective ~~period~~to ~~covered~~ensure that information required to be disclosed by ~~this~~the ~~report~~Company, ~~December~~including 31consolidated subsidiaries, ~~2014.~~in ~~This~~reports ~~evaluation~~that ~~was~~the ~~carried out~~Company files or submits under the ~~supervision~~Exchange Act, is recorded, processed, summarized and reported in accordance with applicable time periods specified by the ~~participation~~SEC ofrules ~~our~~and ~~principal~~forms. ~~executive~~Disclosure controls ~~officer~~and procedures include, ~~Joseph~~without ~~Marchal~~limitation, controls and ~~our~~procedures ~~principal~~designed ~~financial officer,~~to ~~Donna~~ensure S.that ~~Moore~~information ~~(the~~required ~~“Certifying~~to ~~Officers”).~~be disclosed ~~Based~~by ~~upon~~the ~~that~~Company ~~evaluation,~~in ~~our~~reports ~~Certifying~~that ~~Officers~~it ~~concluded that~~files asor ofsubmits under the ~~end~~Exchange ofAct ~~the~~is ~~period~~accumulated ~~covered~~and bycommunicated ~~this~~to ~~report~~our management, including ~~December~~our 31principal executive and financial officers, ~~2014~~or persons performing similar functions, ~~our~~as ~~disclosure~~appropriate, ~~controls~~to ~~and~~allow ~~procedures~~timely decisions ~~were~~regarding ~~ineffective~~required disclosure.

Management’s ~~Annual~~ Report on Internal Control ~~Over~~over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control, asover ~~defined~~financial inreporting. ~~the~~Internal ~~Exchange~~control over ~~Act.~~financial ~~These~~reporting ~~internal controls~~is ~~are~~defined ~~designed~~in toRule ~~provide~~13a-15(f) ~~reasonable~~and ~~assurance~~Rule ~~that~~15d-15(f) ~~the~~promulgated ~~reported~~under ~~financial~~the ~~information~~Exchange isAct ~~presented~~as ~~fairly,~~a ~~that~~process ~~disclosures~~designed ~~are~~by, ~~adequate~~or ~~and~~under ~~that~~ the ~~judgments~~supervision ~~inherent~~of, inour ~~the~~principal ~~preparation~~executive ofand principal financial ~~statements~~officers ~~are~~and ~~reasonable.~~effected ~~There~~by ~~are~~our ~~inherent~~Board ~~limitations~~of Directors, inmanagement ~~the~~and ~~effectiveness~~other ofpersonnel, ~~any~~to ~~system~~provide ofreasonable ~~internal~~assurance ~~controls~~regarding ~~including~~ the ~~possibility~~reliability of ~~human~~financial ~~error~~reporting and ~~overriding~~the preparation of ~~controls.~~financial ~~Consequently, an~~statements ~~ineffective~~for ~~internal~~external ~~control~~purposes ~~system~~in ~~can~~accordance ~~only~~with ~~provide~~generally ~~reasonable,~~accepted ~~not~~accounting ~~absolute,~~principles. ~~assurance~~Our ~~with~~internal ~~respect~~control over tofinancial reporting ~~financial information.~~includes those policies and procedures that:

~~Our internal~~● ~~control over financial reporting includes policies and procedures that: (i)~~ pertain to ~~maintaining~~the maintenance of records that, in reasonable detail, accurately and fairly reflect ~~our~~the transactions and dispositions of our assets; ~~(ii)~~● provide reasonable assurance that transactions are recorded as necessary ~~for~~ to permit preparation of ~~our~~ financial statements in accordance with generally accepted accounting principles, and that ~~the~~our receipts and expenditures ~~of company assets~~ are being made only in accordance with authorizations of our management and directors ~~authorization~~; and ~~(iii)~~● provide reasonable assurance regarding ~~the~~ prevention of or timely ~~detection~~detections of unauthorized acquisition, use or disposition of our assets that could have a material effect on ~~our~~the financial statements.

Management has undertaken an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon this evaluation, our management concluded that, due to the material weaknesses described below, our internal control over financial reporting was ineffective as of December 31, 2014.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

The specific material weaknesses identified by our management relate to limited resources and our inadequate number of personnel to allow for proper segregation of duties and the requisite internal controls and application of GAAP. This weakness in internal controls has prevented the timely recording of company transactions and execution of reliable financial closing procedures which led to the restatement of financial statements included in the Company’s Form 10-Q’s for the three month period ended March 31, 2013 filed with the SEC on May 20, 2013, for the six month period ended June 30, 2014 filed with the SEC on August 19, 2013, the nine month period ended September 30, 2013 filed with the SEC on November 19, 2013 and its Form 10-K for the period ended December 31, 2013 filed with the SEC on April 15, 2014 (“Financial Statements”). During the year ended December 31, 2015, the Board of Directors organized an audit committee which has oversight of our accounting and audit functions.

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 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 principal executive officer and our principal 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.

~~This~~Our ~~annual~~management ~~report~~assessed onthe ~~Form~~effectiveness ~~10-K~~of ~~does~~our ~~not~~internal ~~include~~control anover ~~attestation~~financial ~~report~~reporting as of ~~our~~December ~~registered~~31, ~~public~~2015. ~~accounting~~In ~~firm~~making ~~regarding internal~~this ~~control~~assessment, ~~over~~our ~~financial~~management ~~reporting.~~used ~~Management’s~~the ~~report~~criteria ~~was~~set ~~not~~forth ~~subject~~in tothe ~~attestation~~Internal byControl—Integrated ~~our~~Framework ~~registered~~(2013) ~~public~~issued ~~accounting~~by the ~~firm~~Committee ~~pursuant~~of toSponsoring ~~SEC~~Organizations ~~rules~~of ~~that~~the ~~permit~~Treadway ~~the~~Commission ~~Company~~(COSO). toBased ~~provide~~on ~~only~~our management’s ~~report~~assessment, inwe ~~this~~have ~~annual~~concluded that, ~~report~~as of December 31, 2015, our internal controls over financial reporting were effective based on ~~Form~~those ~~10-K~~criteria. The following factors were considered in reaching this conclusion:

●

On November 1, 2015, Mr. Rich became our Chief Financial Officer and Vice President of Finance and Ms. Donna Moore, our Company’s former interim Chief Financial Officer, assumed the role of Controller and Chief Accounting Officer. The addition of Mr. Rich to our Company and the further separation of duties enabled us to improve our system of internal controls over financial reporting, disclosure controls and procedures and have remediated the control deficiencies that were previously reported by us in our reports filed with the SEC.

Pursuant to SEC rules that permit the Company to provide only management’s attestation on internal control in this Annual Report, this Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Changes in Internal Control

~~There~~Other ~~were~~than the changes discussed above, there have been no changes in our internal control over financial reporting during the quarter ended December 31, ~~2014~~2015 that have materially affected, or ~~are~~is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names and ages of each of our executive officers and directors.

Name	Age	Positions and Offices Held
Joseph Marchal	5354	Executive Chairman and Chief Executive Officer
Mark Osterberg	5859	President and Chief Operating Officer
Donna S. Moore	69	Interim Chief Financial Officer
Wayne Rich	51	Chief Financial Officer and Vice President of Finance
Douglas MacLellan	5859	Director
Edward Brogan	5657	Director
Donald Sutherland	6364	Director

The directors named above will serve until the first annual meeting of our stockholders or until his respective successor has been appointed and duly qualified. Thereafter, directors will be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement. ~~There~~Other than the arrangement described below with the Aviano Financial Group, LLC (“Aviano”), there is no arrangement or understanding between any of the directors or officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current directors to our board. There are also no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly ~~participate~~ participate in or influence the management of our affairs.

Pursuant to the terms of the Northern Zinc Purchase Agreement, we agreed to appoint two members to our Board of directors designated by Aviano for a period of three years from the transaction closing date of November 2, 2015. Aviano has since nominated Mr. Donald Taylor to the Company’s Board and Mr. Taylor’s appointment as a director will become effective upon completion of an amendment to our bylaws permitting an increase in the size of the Board which we are in the process of completing. At this time, Aviano has not exercised its right to appoint a second member to our Board although they could do so at any time.

Experience of Our Executive Officers and Directors

Joseph Marchal. Mr. Marchal has served as our Executive Chairman since 2014. In addition, he has served as our Chief Executive Officer since March 1, 2015. From 2014 until March 1, 2015, Mr. Marchal served as our President and Chief Operating Officer. From September 2007 until June 2009, Mr. Marchal served as Chief Executive Officer for Asia-Pacific Region of Chi-X Global Inc., a subsidiary of Instinet, LLC, from 2008 to 2009, where he was responsible for the Instinet platform expansion in the region. Mr. Marchal also served as President and Managing Director of Asia Region at Instinet, LLC, as well as its President of Instinet Japan Ltd. from 2004 to 2008, where he had strategic responsibility for Instinet’s Asian product. From 2002 to 2004, Mr. Marchal served as Senior Managing Director of Deutsche Bank Securities, where he was responsible for the distribution of Japanese Equities Global Product. Mr. Marchal was also Deutsche Bank Securities’ Managing Director, and was in charge of Sales Trading, Agency Execution, Program Trading, Listed Futures, and Options and Connectivity Sales. Mr. Marchal served as Head of Japanese Equity Sales Trading and Execution Services at Salomon Brothers Japan (now Nikko Citigroup) from 1996 to 2002, and previously held senior positions in Asia at Daiwa Securities International and Fidelity Investments Japan as Director of Trading from 1983 to 1996. Mr. Marchal began his career in 1983 at Maruso Securities as a floor trader on the Tokyo Stock Exchange and has more than 25 years of experience in the securities industry, where he was an active member of the Tokyo brokerage community and a regular participant in industry advisory groups and conference panels. Mr. Marchal holds a B.S. degree from Sophia University, Japan.

Mark Osterberg. Mr. Osterberg has served as our President and Chief Operating Officer since March 2015. Prior to joining the Company, Mr. Osterberg, served as the chief consultant and president of Mine Mappers, LLC, a geological consultancy to mining companies, government agencies and the investment community since 2001. In this capacity, he provided high level technical expertise to projects in the U.S. and overseas, and has managed multiyear exploration and development projects. Mr. Osterberg has worked for 20 years for major and junior precious metal and base metal mining companies. He has expertise and experience in porphyry copper and molybdenum systems, Carlin-type gold systems, shear-zone and volcanic-hosted mesothermal gold systems, magmatic Cu-Ni-PGE and construction materials. His project-related experience includes grass-roots, green-fields reconnaissance programs, brownfields exploration and development programs, mine geology and modeling. He has provided technical expertise to investment houses considering financial participation in mining projects. He has developed innovative mapping techniques for regional and mine scale programs, is an expert GIS for Geology practitioner and is fluent in both Mintec’s MineSight and Maptek’s Vulcan modeling software.

27Wayne Rich. Following the November 2, 2015 acquisition of Northern Zinc, Mr. Rich was appointed as our Chief Financial Officer effective as of November 13th, 2015. Mr. Rich served as Chief Financial Officer of Northern Zinc from July 2014 until our acquisition of Northern Zinc and as Chief Financial Officer and Vice President of Finance of Prospect Global Resources, Inc. (“Prospect”), a publicly traded mining company, from September 2011 until December 2012 and from January 2013 until May 2014 as Prospect’s Senior Vice President Accounting and Treasury. Mr. Rich served as Treasurer and Director of Corporate Finance at Thompson Creek Metals Inc., a publicly traded metals and mining company, from October 2008 until September 2011. Prior to that he served in several capacities at The Doe Run Resources Corporation, an integrated mining and metals manufacturing company, from August 1998 to October 2008, including as Treasurer from April 2007 to October 2008, and Assistant Treasurer from July 2004 to April 2007. Mr. Rich holds a Master’s in Business Administration from Illinois State University and a Bachelor’s of Science in Accountancy from Eastern Illinois University.

Donna Moore. Ms. Moore has served as our Interim Chief Financial Officer and Secretary/Treasurer since May, 2014. Since October, 2010 to present, she also serving as Chief Financial Officer for Summit Capital USA, Inc. in Tempe, AZ. In addition, from 2012 until 2014, Ms. Moore served as Chief Financial Officer of eWellness Healthcare Corporation. From 2011 to 2012, Ms. Moore served as Chief Financial Officer for Elevate, Inc., a digital services provider. From 2010 to 2011 and from 2011 to 2012, Ms. Moore served as Chief Financial Officer of Voice Assist, Inc., a company that builds mobile apps and provides cloud-based services that help people use voice commands on their phones while driving (“Voice Assist”). From 2011 to 2011, Ms. Moore served as Chief Financial Officer of Oraco Resources, a mineral and exploration development company. Between 2008 and 2010, Ms. Moore served as part-time Controller for Skye International, Inc., a tankless water heater company. Prior to Skye International, Ms. Moore was the Controller for Monarch Brass & Copper Corp. from 1984 through 2007. Ms. Moore is a business financial professional with over 29 years of hands-on business experience. Ms. Moore has held positions as chief financial officer, controller, and secretary/treasurer of both public and private corporations. Her experience includes general accounting, financial reporting, systems implementation and management, treasury functions, and cost accounting. Ms. Moore specializes in executing uniform financial controls so as to improve productivity, reduce costs, and maximize profitability. Ms. Moore holds a Bachelor of Science degree in Business Management, and an MBA in finance and accounting from Brigham Young University.

Douglas MacLellan. Mr. MacLellan has served as a member of our Board of Directors since May, 2014. Mr. MacLellan currently serves as Chairman of the Board of eWellness Corporation since May 2013. From November 2009 to present Mr. MacLellan has been an independent director of ChinaNet Online Holdings, Inc. (NASDAQ: CNET) a media development, advertising and communications company. From June 2011 to present Mr. MacLellan has been Chairman of Innovare Products, Inc., a privately held company that develops innovative consumer products. In May 2014, Mr. MacLellan join the Board as an independent director of Jameson Stanford Resources Corporation (OTCBB: JMSN) an early stage mining company. Until April 2014, Mr. MacLellan was Chairman and chief executive officer at Radient Pharmaceuticals Corporation. (OTCQB: RXPC.PK), a vertically integrated specialty pharmaceutical company. He also continues to serve as president and chief executive officer for the MacLellan Group, an international financial advisory firm since 1992. From August 2005 to May 2009, Mr. MacLellan was co-founder and vice chairman at Ocean Smart, Inc., a Canadian based aquaculture company. From February 2002 to September 2006, Mr. MacLellan served as chairman and cofounder at Broadband Access MarketSpace, Ltd., a China based IT advisory firm, and was also co-founder at Datalex Corp., a software and IT company specializing in mainframe applications, from February 1997 to May 2002. Mr. MacLellan was educated at the University of Southern California in economics and international relations.

Edward Brogan. Mr. Brogan has served as a member of our Board of Directors since May, 2014. He is an entrepreneur and investor with significant experience in the field of international corporate finance. Mr. Brogan was the Senior Advisor and director of Japan Advisory, a Japanese financial advisory company, since he founded the company in 2000 until 2013. In addition, since 2004 Mr. Brogan has been an investor and manager of real estate projects in the development stage and currently owns and leases multiple residential real estate properties in Singapore. Mr. Brogan has also been an investor in a variety of private equity transactions since 2000. From 1998 to 2000, Mr. Brogan was a managing director of Tiger Management LLC, where he concentrated on regional equity investment opportunities, and was primarily responsible for the generation of long and short equity recommendations in publicly traded Japanese companies. From 1990 to 1998, Mr. Brogan worked as a sell-side financial analyst covering a range of Japanese industries, including the auto industry as a director at Salomon Smith Barney, where he was ranked by U.K. and U.S. clients in both the Institutional Investor (1997 All-Japan Research Team Poll) and Greenwich Analyst surveys in 1996 and 1997, from 1996 to 1998 at Jardine Fleming’s Tokyo office where he focused on auto industry research, the Japanese game sector and software companies as a special situations analyst at Smith Barney. Prior to that, Mr. Brogan focused on Japanese small cap stocks at Marusan Securities in Tokyo. Mr. Brogan received a Bachelor of Arts degree (Summa cum laude) from Queens College of the City University of New York and a ~~Masters~~Master’s Degree in Philology from the Harvard Graduate School of Arts and Sciences in Cambridge, MA.

Donald Sutherland. Mr. Sutherland has served as a member of our Board of Directors since 2014. He is an entrepreneur with extensive business and management experience. In 2010, Mr. Sutherland founded Divine Nature Group LLC, a nutritional supplement company which he sold in 2012. Mr. Sutherland served as a member of the Board of Directors of Voice Assist from 2011 to 2012. From 1988 to 2004, Mr. Sutherland founded, owned and operated Cold Stone Creamery. From 1997 to 2001, Mr. Sutherland served as the Chairman of the Board for Cold Stone Creamery. From 1998 to 2002, Mr. Sutherland was the Chairman of the Board of Cold Stone Leasing. He has been a member of Cold Stone Creamery Restaurants since its inception in 1997 and a member of Cold Stone Creamery Equipment since its organization in 2003. Mr. Sutherland has also been a member of Cold Stone Creamery International since its organization in 2004.

Donald Sutherland. Mr. Sutherland has served as a member of our Board of Directors since 2014. He is an entrepreneur with extensive business and management experience. In 2010, Mr. Sutherland founded Divine Nature Group LLC, a nutritional supplement company which he sold in 2012. Mr. Sutherland served as a member of the Board of Directors of Voice Assist from 2011 to 2012. From 1988 to 2004, Mr. Sutherland founded, owned and operated Cold Stone Creamery. From 1997 to 2001, Mr. Sutherland served as the Chairman of the Board for Cold Stone Creamery. From 1998 to 2002, Mr. Sutherland was the Chairman of the Board of Cold Stone Leasing. He has been a member of Cold Stone Creamery Restaurants since its inception in 1997 and a member of Cold Stone Creamery Equipment since its organization in 2003. Mr. Sutherland has also been a member of Cold Stone Creamery International since its organization in 2004.

Director Qualifications, Committees of our Board of Directors and the Role of our Board in Risk Oversight

Director Qualifications

Our directors, Messrs. Marchal, MacLellan, Brogan and Sutherland, represent a panel of seasoned financial executives with varied and robust background experiences, in securities, finance and equity. We believe our Board is comprised of a team of individuals whose experiences complement the competencies of their colleagues on our Board.

Committees of our Board of Directors

We have established an Audit and Compensation Committee, but have not established a Nominating Committee or any committee performing a similar function.

We do not have a policy regarding the consideration of any director candidates which may be recommended by our shareholders, including the minimum qualifications for director candidates nor has our Board of Directors established a process for identifying and evaluating director nominees, nor do we have a policy regarding director diversity. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our shareholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any shareholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our shareholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees. In considering a director nominee, it is likely that our Board will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our Board.

None of our directors is an “audit committee financial expert” within the meaning of Item 401(e) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee or Board of Directors who:

	●	understands generally accepted accounting principles and financial statements,

	●	is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,

	●	has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements,

	●	understands internal controls over financial reporting, and

	●	understands audit committee functions.

Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.

Board Oversight in Risk Management

Our Chief Executive Officer, who is our principal executive officer, also serves as Chairman of the Board of Directors, and we do ~~not~~ not have a lead director. In the context of risk oversight, we believe that our selection of one person to serve in both positions provides the Board with additional perspective which combines the operational experience of a member of management with the oversight focus of a member of the Board. The business and operations of our Company are managed by our Board as a whole, including oversight of various risks, such as operational and liquidity risks, that our Company faces. Because our Board includes a member of our management, this individual is responsible for both the day-to-day management of the risks we face as well as the responsibility for the oversight of risk management.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the copies of such forms received by us, and to the best of our knowledge, all executive officers, directors and persons holding greater than 10% of our issued and outstanding stock have filed the required reports in a timely manner during 2015 with the exception of Mr. Marchal who filed two reports on Form 4 late covering 2 transactions, Mr. Brogan who filed one report on Form 4 and one report on Form 4/A late covering 5 transactions, Mr. Osterberg who filed two reports on Form 4 and Form 4/A late covering 2 transactions, Summit Capital USA, Inc. that filed three reports on Form 4 and one report on Form 4/A late covering 8 transactions, Mr. Sutherland who filed one report on Form 4 and a Form 3 late covering 4 transactions, Mr. Rich who filed a report on Form 3 late and Aviano Financial Group, LLC that has not filed a Form 3.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth certain compensation information for: (i) our principal executive officer or other individual serving in a similar capacity during fiscal ~~2014;~~2015, (ii) our two most highly compensated executive officers other than our principal executive officers who were serving as executive officers at December 31, ~~2014~~2015 whose compensation ~~exceed~~exceeds $100,000; and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at December 31, ~~2014~~2015. Compensation information is shown for the fiscal years ended December 31, ~~2014~~2015 and ~~2013~~2014:

~~2014~~ SUMMARY COMPENSATION TABLE

Name and principal position	Year	Salary	~~Salary~~		Bonus	~~Bonus~~		Stock Awards	~~Stock Awards~~		Option Awards	~~Option Awards~~		Non-Equity Incentive Plan Compensation	~~Non-Equity Incentive Plan Compensation~~		Nonqualified Deferred Compensation Earnings	~~Nonqualified Deferred Compensation Earnings~~		All Other Compensation	~~All Other Compensation~~		Total	~~Total~~
Michael Stanford, Former director, President and CEO (1)	2014		$	0			0		$	0			0			0			0		$	0		$	0
Joseph Marchal, President and Chief	2014	$	-		$	-		$	660		$	-		$	-		$	-		$	-		$	660
	2013		$	185,000			0			0			0			0			0			0		$	185,000
Operating Officer (1)	2015	$	-		$	-		$	1,650		$	-		$	-		$	-		$	-		$	1,650
Joseph Marchal, President and Chief Operating Officer (2)	2014		$	0			0		$	660,000			0			0			0		$	0		$	660,000
Wayne Rich, Chief Financial	2014	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Robbie Chidester, Former CFO(3)	2014		$	32,000			0		$	104,500			0			0			0			0		$	136,500
Officer (2)	2015	$	20		$	-		$	-		$	-		$	-		$	-		$	-		$	20
	2013		$	66,789			0		$	65,000			0			0			0			0		$	131,789
Mark Osterberg, President	2014	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
and Chief Operating Officer (3)	2015	$	100		$	-		$	115		$	250		$	-		$	-		$	-		$	465

(1) Mr. ~~Stanford~~Marchal ~~resigned~~was appointed as anour ~~executive~~Chief ~~officer~~Executive ~~and~~Officer ~~director~~ on May 27, 2014. On March 1, 2015, he was appointed Chief Executive Officer and ceased to serve as our President and Chief Operating Officer.

(2) Mr. ~~Marchal~~Rich was appointed ~~as our President and~~ Chief ~~Executive~~Financial Officer on ~~May~~November 2713, ~~2014. On March 1,~~ 2015~~, he was appointed Chief Executive Officer and ceased to serve as our President and Chief Operating Officer~~.

(3) Mr. ~~Chidester~~Osterberg ~~resigned~~was asappointed anPresident ~~executive~~and ~~officer~~Chief Operating Officer on ~~May~~March 21, ~~2014~~2015.

Employment Agreements

OnJoseph ~~February 11~~Marchal, ~~2015, the Board of Directors appointed Mr. Mark Osterberg as President and~~ Chief ~~Operating~~Executive Officer. ~~On that date, Mr. Osterberg entered into an employment agreement (the “Employment Agreement”) with the Company pursuant to which he will receive an annual salary of $120,000~~ and ~~annual~~Chairman ~~bonuses~~ of one-half percent of our 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 our common stock. We also granted Mr. Osterberg an option (the ~~“Option”)~~Board ~~to purchase 250,000 shares~~ of ~~our common stock with an exercise price of $0~~Directors.50 per share. The option vests with respect to 50,000 shares upon execution of the Employment Agreement. The option vests with respect to the remaining 200,000 shares 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.~~We ~~Osterberg~~have isno ~~eligible~~employment toagreement ~~participate~~with inMr. ~~our standard benefit programs for senior management~~Marchal.

~~The~~Wayne Employment Agreement continues until terminated by either party in accordance with the terms of the Employment Agreement. If Mr. Osterberg terminates the Employment Agreement for Good Reason (as hereinafter defined)Rich, heChief ~~will~~Financial ~~continue~~Officer ~~to receive Incentive Compensation~~ and ~~his~~Vice salary for a period for two years. In addition, the Option will vest in full. For purposes of the Employment Agreement, “Good Reason” means (i) the assignment of duties inconsistent with the position of President ~~and Chief Operating Officer; (ii) a non-consensual, significant and substantial reduction in compensation and benefits (except in the case~~ of an equal reduction in salaries for all senior executives because of the financial condition of Employer); or (iii) the failure by us to obtain from any successor, an agreement to assume and perform the Employment Agreement. If Mr. Osterberg resigns without Good Reason, he is entitled to receive salary and Incentive Compensation only through the date of resignation and the Option will be deemed vested only through the date of the resignation.Finance

IfOn ~~the~~November ~~Employment~~1, ~~Agreement~~2015, isMr. ~~terminated~~Rich ~~due~~entered tointo ~~Mr.~~an ~~Osterberg’s~~employment ~~incapacity,~~agreement ~~Mr.~~with ~~Osterberg~~the ~~will~~Company ~~receive~~to ~~Incentive~~become ~~Compensation for~~our 30Chief ~~days~~Financial ~~after~~Officer ~~his~~and ~~incapacity~~Vice President ~~and~~of ~~salary~~Finance ~~for~~on 30or ~~days,~~before ~~plus~~November ~~one~~13, ~~month~~2015. IfPursuant ~~Mr.~~to ~~Osterberg~~his ~~should~~employment ~~die~~agreement, ~~his~~Mr. ~~estate~~Rich ~~will~~is to receive a base salary ~~Incentive~~of ~~Compensation~~not ~~through~~less ~~the~~than ~~end~~$120,000 ofper year for the ~~then-current~~first ~~month,~~three ~~and~~months of his employment with Mr. ~~Osterberg~~Rich’s base salary ~~for~~being ~~three~~increased to ~~months~~an ~~following his~~annual ~~death.~~rate Incompetitive ~~addition,~~with ~~the~~that ~~Option~~paid ~~will~~other beCFOs ~~deemed~~of ~~vested~~comparably ~~through~~sized companies in the ~~end~~mining ofindustry ~~the~~following 3-this initial three month period ~~following~~or ~~his~~as ~~death~~soon as the Company has raised sufficient funds as reasonably determined by the Company’s Board of Directors.

Mr. Rich is also eligible for an annual bonus and grants of equity or other long-term incentive compensation as determined by the Company’s Board of Directors in its reasonable discretion and on the same basis as other senior executives of the Company as well as four weeks of paid vacation per year, three of which can be carried over to the following fiscal year. In addition, Mr. Rich is eligible to participate in all pension, retirement, savings and other employee benefit plans and programs maintained from time to time by the Company for the benefit of its senior executives.

IfMr. weRich’s ~~terminate~~employment with the ~~Employment~~Company ~~Agreement~~is ~~for~~on ~~Cause~~an ~~(as~~at-will ~~hereinafter defined), Mr~~basis. ~~Osterberg~~If ~~will~~terminated ~~receive~~by ~~salary~~the ~~and~~Company ~~Incentive~~for ~~Compensation through~~any ~~the~~reason ~~date~~other ofthan ~~his~~Cause (as ~~termination~~hereinafter defined), ~~and~~including ~~the~~a ~~Option~~Change ~~will~~of beControl ~~deemed~~(as ~~vested~~hereinafter ~~only~~defined), ~~through~~or ~~the~~if ~~date~~terminated ofby ~~termination~~Mr. ~~For~~Rich ~~purposes~~for ofGood Reason ~~the~~(as ~~Employment~~hereinafter ~~Agreement~~defined), ~~“Cause”~~Mr. ~~means:~~Rich ~~(i)~~would ~~any~~be ~~act~~entitled ofto ~~dishonesty~~severance orin ~~fraud~~an ~~with~~amount ~~respect~~equal to ~~our~~12-months ~~Company,~~of ashis ~~reasonably determined~~base bysalary, ~~the~~payable in ~~Board~~accordance ofwith ~~Directors;~~the ~~(ii) Mr. Osterberg~~Company’s ~~conviction~~normal ofpayroll ~~a felony~~practice, oraccrued ~~any~~vacation, ~~crime~~and ~~involving~~the ~~moral~~reimbursement ~~turpitude or~~of ~~(iii)~~ any ~~other~~expenses ~~criminal~~incurred but ~~act,~~not ~~reasonably~~yet ~~determined~~paid. byIn ~~the~~addition, ~~Board~~Mr. ofRich ~~Directors,~~would toalso be ~~causing~~entitled ~~harm~~ to ~~our~~reimbursement ~~standing~~from ~~and~~the ~~reputation; (iv)~~Company ~~Mr.~~for ~~Osterberg’s~~any ~~continued~~COBRA ~~failure~~payments tomade ~~perform~~by him ~~his~~during ~~duties~~the to12-month usperiod ~~after~~following 10his ~~days’~~termination ~~written~~by ~~notice~~the ~~thereof,~~Company orfor ~~(v)~~any ~~the actual~~reason ~~conduct~~other ofthan ~~negligence~~Cause or ~~misconduct~~for a termination initiated by Mr. ~~Osterberg~~Rich ~~with~~for ~~respect~~Good ~~to our Company, as reasonably determined by the Board of Directors~~Reason.

IfFor wepurposes ~~terminate~~of ~~the Employment Agreement without Cause,~~ Mr. ~~Osterberg~~Rich’s isemployment ~~entitled to receive Incentive Compensation and salary for a period of one month. In addition, the Option will be deemed vested through the date of termination.~~agreement:

In ● Cause means: (i) the ~~event~~executive’s ofconviction by a ~~Change~~court of ~~Control~~competent ~~(as~~jurisdiction ~~hereinafter~~or ~~defined~~entry by the executive of a plea to such crime, (ii) the executive’s commission of a crime involving fraud or intentional dishonesty, ~~Mr.~~which ~~Osterberg~~results ~~will~~in ~~receive~~executive’s ~~Incentive~~substantial ~~Compensation~~personal enrichment and amaterial ~~lump~~adverse ~~sum~~effect ~~payment~~ to the Company, (iii) the executive becoming subject to any securities related sanctions related to the Company other than those based on an act of ~~his~~the ~~salary~~Company ~~representing~~itself ~~two~~for ~~months’~~which ~~salary.~~the Inexecutive ~~addition~~is charged solely as a result of his position with the Company, (iv) willful and continued to failure to perform substantially his duties with the ~~Option~~Company ~~will~~(other bethan ~~deemed~~any such failure resulting from incapacity due to bea ~~fully~~disability) ~~vested.~~after ~~For~~a ~~purposes~~demand in writing delivered by the Board of Directors or (v) repeated and willful failure to follow the ~~Employment~~written ~~Agreement,~~directives ~~“Change~~of the Board of Directors in connection with his employment. ● Change of Control” means the occurrence of any of the following: (i) by a ~~merger~~transaction or ~~consolidation~~series inof ~~which~~transactions ~~securities~~any ~~possessing~~ “person” or “group” becomes the “beneficial owner” directly or indirectly of more than 7535% of the ~~total~~ combined voting power of ~~our~~the Company’s then outstanding securities; ~~are~~(ii) ~~transferred~~as toa result of any merger, consolidation, combination or sale or issuance of securities of the Company or as a ~~person~~result of or ~~persons~~in ~~different from~~connection with a contested election of directors, the persons ~~holding~~who ~~those~~were ~~securities~~directors ~~immediately~~of ~~prior~~the toCompany ~~such~~cease ~~transaction~~to inconstitute a ~~transaction~~majority ~~approved~~of bythe Board of Directors of the ~~stockholders,~~ Company or ~~the~~(iii) ~~sale,~~by ~~transfer,~~a transaction or ~~other~~series ~~disposition~~ of ~~more~~transactions, ~~than~~the ~~75%~~authority of the ~~total~~Board ~~combined~~over ~~voting~~any ~~power~~activities of ~~our~~the ~~outstanding~~Company ~~securities~~ becomes subject to athe ~~person~~consent, agreement or ~~persons~~cooperation ~~different~~of ~~from~~a ~~the~~third ~~persons~~party ~~holding~~other ~~those~~than ~~securities~~shareholders ~~immediately~~of ~~prior~~the toCompany. ~~such~~● ~~transaction;~~Good orReason means: (iii) a substantial diminution in the ~~sale~~ executive’s title, ~~transfer~~duties or ~~other~~responsibilities; ~~disposition~~(ii) ofany ~~all~~direction or ~~substantially~~requirement ~~all~~that ofthe ~~our~~executive ~~assets~~engage in ~~complete~~conduct ~~liquidation~~that could reasonably be construed to violate local, state or ~~dissolution~~federal oflaw; ~~our~~(iii) ~~Company other~~a ~~than~~reduction in ~~connection~~executive’s ~~with~~base asalary ~~transaction~~or ~~described~~the failure to pay the base salary in ~~clause~~a timely manner; (iiv) ~~above,~~the ~~and~~Company’ material breach of any provision executive’s employment agreement or any other ~~than~~agreement inbetween ~~connection~~the ~~with~~Company aand ~~bankruptcy~~the ~~petition by~~executive usor (v) the Company requiring the executive to be based somewhere other than the Denver, Colorado metropolitan area.

InMark ~~connection with entry into the Employment Agreement~~Osterberg, ~~Mr.~~President ~~Osterberg also executed a non-disclosure~~ and ~~invention~~Chief ~~and~~Operating ~~copyright assignment~~Officer ~~agreement.~~

InEffective ~~addition,~~as onof ~~February~~March 271, ~~2014~~2015, wethe ~~issued~~Board ~~650,000 shares~~ of ~~our~~Directors ~~unregistered~~appointed ~~common~~Mr. ~~stock~~Mark toOsterberg ~~CFO~~President ~~Advantage~~and ~~Consulting,~~Chief ~~LC,~~Operating ~~whose principal~~Officer. isOn that date, Mr. ~~Chidester,~~Osterberg ~~our~~entered ~~former~~into ~~CFO,~~an ~~which~~employment ~~entity~~agreement ~~formerly~~with ~~provided~~ the ~~services~~Company ofcalling ~~our~~for ~~Chief~~an ~~Financial~~annual ~~Officer~~salary asof an$120,000 ~~incentive~~and annual bonuses ~~award~~of ~~for~~one-half ~~services~~percent ~~provided~~of our gross sales, up to ~~our~~a ~~company~~maximum of 25% of Mr. AsOsterberg’s ~~noted~~salary. ~~herein~~In addition, ~~500~~Mr. Osterberg received a one-time signing bonus of 50,000 shares of ~~this~~our ~~award~~common ~~were~~stock ~~cancelled~~and inwas ~~December~~granted an option to purchase 250,000 ~~2014.~~shares Asof our common ~~also~~stock ~~noted~~with ~~herein,~~an Mrexercise price of $0.50 ~~Chidester~~per ~~resigned~~share. asThe ~~CFO~~option vested as offollows: ~~May~~50,000 2shares upon execution of the employment agreement; 50,000 ~~2014~~shares each on March 31, ~~and~~2015; June 30, ~~consequently~~2015; September 30, ~~CFO~~2015; ~~Advantages~~and December 31, LC2015. noMr. ~~longer~~Osterberg is ~~engaged~~eligible byto ~~the~~participate ~~Company~~in our standard benefit programs for senior management.

~~OUTSTANDING~~Our ~~EQUITY~~employment ~~AWARDS~~agreement ATwith ~~DECEMBER~~Mr. 31Osterberg continues until terminated by either party in accordance with the terms of the employment agreement. If Mr. Osterberg were to terminate his employment for Good Reason (as hereinafter defined), ~~2014~~he would continue to receive his salary and incentive compensation for a period for two years. For purposes of Mr. Osterberg’s employment agreement, “Good Reason” means (i) the assignment of duties inconsistent with the position of President and Chief Operating Officer; (ii) a non-consensual, significant and substantial reduction in compensation and benefits (except in the case of an equal reduction in salaries for all senior executives because of the financial condition of the Company); or (iii) the failure by us to obtain from any successor, an agreement to assume and perform Mr. Osterberg’s employment agreement. Should Mr. Osterberg resign without Good Reason, he would be entitled to receive salary and incentive compensation only through the date of his resignation.

~~OPTION~~Should Mr. ~~AWARDS~~Osterberg’s ~~STOCK~~employment ~~AWARDS~~be ~~Name~~terminated ~~Number~~due ofto ~~Securities~~Mr. ~~Underlying~~Osterberg’s ~~Unexercised~~inability ~~Options~~to ~~(#)~~perform ~~Exercisable~~his ~~Number~~duties, ofMr. ~~Securities~~Osterberg ~~Underlying~~would receive ~~Unexercised~~incentive ~~Options~~compensation ~~(#)~~for ~~Unexercisable~~30 ~~Equity~~days ~~Incentive~~after ~~Plan~~his ~~Awards:~~incapacity ~~Number~~and ofsalary ~~Securities~~for ~~Underlying~~30 ~~Unexercised~~days, ~~Unearned~~plus ~~Options~~one ~~(#)~~month. ~~Option~~Should ~~Exercise~~Mr. ~~Price~~Osterberg ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Sharesdie, his ~~Units~~estate orwould ~~Other~~be ~~Rights~~entitled ~~That~~to ~~Have~~receive ~~Not~~his ~~Vested~~ (#i) ~~Equity~~incentive ~~Incentive~~compensation ~~Plan~~through ~~Awards:~~the ~~Market~~end ~~or Payout Value~~ of ~~Unearned~~the ~~Shares,~~then-current ~~Units~~month orand ~~Other Rights That Have Not Vested~~ (#ii) ~~Joseph~~salary for ~~Marchal~~three -months -following -his ~~- - - - - - Donna S~~death. ~~Moore - - - - - - - - -~~

Discussion of Director Compensation

During the fiscal year ended December 31, 2014, the Company issued 438,000 shares of common stock to directors as fees for their service on the Board of Directors.

If Mr. Osterberg’s employment agreement were to be terminated by the Company for Cause (as hereinafter defined), Mr. Osterberg would only be entitled to receive his salary and incentive compensation through the date of his termination. For purposes of Mr. Osterberg’s employment agreement, “Cause” means: (i) any act of dishonesty or fraud with respect to the Company as reasonably determined by the Board of Directors; (ii) Mr. Osterberg’s conviction of a felony or any crime involving moral turpitude or (iii) any other criminal act reasonably determined by the Board of Directors to be causing harm to our standing and reputation; (iv) Mr. Osterberg’s continued failure to perform his duties after 10 days’ written notice thereof, or (v) the actual conduct of negligence or misconduct by Mr. Osterberg with respect to our Company, as reasonably determined by the Board of Directors.

Should the Company terminate Mr. Osterberg’s employment agreement without Cause, Mr. Osterberg would be entitled to receive incentive compensation and salary for a period of one month.

In the event of a Change of Control (as hereinafter defined), Mr. Osterberg would receive incentive compensation and a lump sum payment of two months’ of his salary. 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 our 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 our stockholders, or the sale, transfer, or other disposition of more than 75% of the total combined voting power of our 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 our 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 us.

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

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2015

OPTION AWARDS											STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Joseph Marchal		-		-		-		-		-		-		-		-		-
Wayne Rich		-		-		-		-		-		-		-		-		-
Mark Osterberg		250,000		-		-	$	.50		03/01/2020		-		-		-		-

Discussion of Director Compensation

During the year ended December 31, 2015, the Company issued 1,450,000 shares of common stock to directors as fees for their services. These shares were issued at $1.10 per share. The director, date of issuance and number of shares are outlined below:

Related Party	Date of Issuance	Number of Shares Issued
Edward Brogan, Director	May 16, 2015		250,000
Doug MacLellan, Director	May 16, 2015		50,000
Donald Sutherland, Director	May 16, 2015		50,000
Edward Brogan, Director	October 1, 2015		1,000,000
Doug MacLellan, Director	October 1, 2015		50,000
Donald Sutherland, Director	October 1, 2015		50,000
TOTAL			1,450,000

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth ~~certain~~ information known to us, as of ~~March~~April 101, ~~2015~~2016, ~~with~~relating ~~respect~~ to the beneficial ownership of ~~the~~shares ~~outstanding common stock by (i) any holder~~ of ~~more than 5%, (ii) each of our named executive officers (as such term is defined in Item 402(m)(2)~~the ofCompany’s ~~Regulation~~common ~~S-K)~~stock ~~and directors, and (iii) our directors and executive officers as a group.~~by:

Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership		Percent of Class (1)
Joseph Marchal		4,433,161		25.8	%
Mark Osterberg		0		0	%
Donna S. Moore		150,000		.9	%
Douglas MacLellan		75,000		.4	%
Donald Sutherland		2,123,000		12.4	%
Edward Brogan		1,524,000		8.9	%
Michael Stanford (2)		0		0	%
All directors and executive officers as a group (6 persons)		8,305,161		48.4	%
Summit Capital USA, Inc. (3)		2,881,442		16.8	%

	●	each person who is known by us to be the beneficial owner of more than 5% of the Company’s outstanding common stock;

	●	each director;

	●	each executive officer; and

	●	all executive officers and directors as a group.

~~(1)~~Under ~~Based~~securities onlaws, ana ~~aggregate~~person is considered to be the beneficial owner of 17securities owned by him (or certain persons whose ownership is attributed to him) or securities that can be acquired by him within 60 days,~~173,729~~ ~~common~~including ~~shares~~upon ~~outstanding~~the asexercise of ~~March 26~~options, ~~2015~~warrants or convertible securities. The ~~address~~Company ~~for~~determines ~~each~~a ~~officer~~beneficial ~~and/or~~owner’s ~~director is~~percentage ~~605~~ownership W.by ~~Knox~~assuming ~~Rd.,~~that ~~Suite~~options, ~~202~~warrants and convertible securities that are held by the beneficial owner, ~~Tempe~~but not those held by any other person, AZand ~~85284~~which are exercisable within 60 days, ~~the~~have ~~address~~been ofexercised ~~the~~or ~~Company~~converted.

~~(2)~~The ~~Mr.~~Company ~~Stanford~~believes ~~ceased~~that all persons named in the table have sole voting and investment power with respect to beall anshares ~~executive~~of ~~officer~~common stock and ~~director~~preferred onstock ~~May~~shown 27as being owned by them. Unless otherwise indicated, ~~2014~~the address of each beneficial owner in the table set forth below is care of Star Mountain Resources, Inc., 8307 Shaffer Parkway, Suite 102, Littleton, Colorado 80127.

~~(3)~~Series The mailing address for Summit Capital USA, Inc. is 605 W. Knox Road, Suite 202, Tempe, AZ 85284. Summit Capital USA, Inc. is 50% owned by Summit Capital Corp, 2 Anthony Henday Center, 4914-55 St., Red Deer, AB, Canada T4N 2J4 (Summit Capital Corp. is beneficially owned by Gregg C~~.E.~~ ~~Johnson~~Preferred ~~and~~Stock ~~Cheryl L. McRobbie-Johnson); 25% owned by Gregg C.E. Johnson, 6081 W. Park Ave., Chandler, AZ 85226; and 25% owned by Thomas P. Madden, 1192 W. Sunrise Place, Chandler, AZ 85248.~~

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class⁽¹⁾
Joseph Marchal, Chief Executive Officer, Chairman and Director⁽³⁾		500,000		15.97	%
Mark Osterberg, President and Chief Operating Officer		-		-
Wayne Rich, Chief Financial Officer and Vice President of Finance		-		-
Edward Brogan, Director⁽²⁾		1,500,000		47.92	%
Douglas MacLellan, Director		-		-
Donald Sutherland, Director⁽³⁾		400,000		12.78	%
Total Held by Officers and Directors of Each Class (6 persons):		2,400,000		76.68	%

(1) Calculated on the basis of 3,130,000 issued and outstanding shares of Series C Preferred Stock as of April 1, 2016. Holders of our Series C Preferred stock are entitled to 10 votes per share.

Common Stock

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class⁽¹⁾
Joseph Marchal, Chief Executive Officer, Chairman and Director⁽²⁾		13,841,861		30.66	%
Mark Osterberg, President and Chief Operating Officer		100,000		0.26	%
Wayne Rich, Chief Financial Officer and Vice President of Finance⁽³⁾		-		-
Edward Brogan, Director⁽⁴⁾		24,194,500		42.26	%
Douglas MacLellan, Director		175,000		0.46	%
Donald Sutherland, Director⁽⁵⁾		5,729,666		13.59	%
Total Held by Officers and Directors of Each Class (6 persons):		44,041,027		64.48	%

Five Percent Shareholders
Aviano Financial Group, LLC⁽⁶⁾		10,000,000		26.21	%
Gregg C.E. Johnson ⁽⁷⁾		4,068,652		10.53	%

(1) Includes, where applicable, shares of common stock issuable upon the exercise of stock options and warrants and the conversion of debt held by such person that may be exercised within 60 days after April 1, 2016. Also gives effect to the Series C Preferred Stock (see preceding table). Unless otherwise indicated, we believe that all persons named in the table above have sole voting power and/or investment power with respect to all shares of common stock beneficially owned by them.

(2) The number of shares beneficially owned by Mr. Marchal includes 6,847,361 shares of common stock currently outstanding and owned directly by Mr. Marchal, 1,419,500 shares of common stock issuable upon exercise of warrants exercisable at prices ranging from $0.75 to $2.00 per share which expire in 2017 and 2018, 575,000 shares of common stock issuable upon conversion of convertible debt due October 31, 2016 at a conversion price of $1.00 per share and 5,000,000 votes by virtue of his ownership of 500,000 shares of Series C Preferred stock that have 10 votes per share.

(3) The number of shares beneficially owned by Mr. Rich excludes 10,000,000 shares owned by Aviano Financial Group, LLC (“Aviano”) in which Mr. Rich owns a non-controlling interest. Mr. Rich disclaims beneficial ownership of our common stock owned by Aviano except to the extent of his pecuniary interest in this entity.

(4) The number of shares beneficially owned by Mr. Brogan includes 5,094,500 shares of common stock presently outstanding and owned directly by Mr. Brogan, 3,800,000 shares of common stock issuable upon exercise of warrants exercisable at prices ranging from $0.75 to $2.00 per share which expire in 2017 and 2018, 300,000 shares of common stock issuable upon conversion of convertible debt due October 31, 2016 at a conversion price of $1.00 per share and 15,000,000 votes by virtue of his ownership of 1,500,000 shares of Series C Preferred stock that have 10 votes per share.

(5) The number of shares beneficially owned by Mr. Sutherland includes 1,729,666 shares of common stock presently outstanding and owned directly by Mr. Sutherland and voting rights to 4,000,000 votes by virtue of his ownership of 400,000 shares of Series C Preferred stock that have 10 votes per share.

(6) Aviano’s address is 1801 Broadway Street, Suite 800, Denver, Colorado 80202.

(7) The number of shares beneficially owned by Mr. Johnson includes 495,868 shares of common stock presently outstanding and owned directly by Mr. Johnson, 3,072,784 shares of common stock presently outstanding and owned by Summit Capital USA, Inc. (“Summit Capital”) and voting rights to 500,000 votes by virtue of his ownership of 5,000 shares of Series B Preferred stock that have 100 votes per share as Mr. Johnson owns, directly or indirectly, a 75% interest in Summit Capital and has voting and dispositive control over the securities held by Summit Capital. Mr. Johnson disclaims beneficial ownership of our common stock owned by Summit Capital except to the extent of his pecuniary interest in this entity.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~At December 31,~~ 2014 and 2013, we had outstanding liabilities due to related parties. The Company has a stipulated agreement with the former president, Mr. Michael Christiansen for $79,272 and $91,772 at the years ended December 31, 2014 and December 31, 2013, respectively. The stipulated agreement was to have been paid by the yearend of December 31, 2014. Since this has not been done the agreement is in default. The company has a loan payable to the current Chairman and Chief Executive Officer, Mr. Joseph Marchal for $253,572 and $0 at the years ended December 31, 2014 and December 31, 2013, respectively. The loan payable has an interest rate of 12% and $6,616 of accrued interest has been recorded as of the year end December 31, 2014.

OnJoseph ~~August 20~~Marchal, ~~2014,~~the weCompany’s ~~filed a complaint against Michael Stanford, our former sole director,~~ CEO and ~~largest~~Executive ~~shareholder~~Chairman, ~~based~~loaned ~~upon~~ the ~~alleged~~Company ~~wrongful,~~$254 ~~fraudulent~~bearing ~~and~~interest ~~tortuous~~at ~~acts~~12% ~~involving~~per ~~our company~~annum. The ~~financial~~balance payable ~~statements~~to doMr. ~~not reflect~~Marchal, ~~however,~~including ~~any claims~~accrued orinterest, ~~recovery~~was we$260 ~~may realize from a lawsuit the Company filed against Mr. Stanford~~ as ~~a result~~ of ~~his~~December ~~improper conduct. See Part I~~31, ~~Item 3, “Legal Proceedings—Michael Stanford Litigation~~2014.”

As of December 31, 2014, the Company had an outstanding liability of $79 due to Michael Christiansen, a former officer of the Company.

2015

Mr. Marchal loaned the Company an aggregate of $270 in cash and paid expenses totaling $62 on behalf of the Company at various times during the year ended December 31, 2015. The Company made cash payments to Mr. Marchal during the year totaling $195 and $32, respectively, of principal and interest on these advances. In addition, Mr. Marchal agreed to convert $141 of the amounts lent as part of the Unit Offering that closed on June 30, 2015. Mr. Marchal also agreed to convert the remaining $250 of the amounts loaned as part of the Unit Offering that closed on October 31, 2015. On November 10, 2015, Mr. Marchal purchased $275 in convertible notes. As of December 31, 2015, the Company owed Mr. Marchal $275 in principal and $4 in accrued interest associated with these convertible notes.

Edward Brogan, one of the Company’s Directors, purchased $250 and $750 worth of units in the June 30, 2015 and October 31, 2015 unit offerings, respectively. Additionally, on November 10, 2015, Mr. Brogan purchased $600 in convertible notes. As of December 31, 2015, the Company owed Mr. Brogan $600 in principal and $10 in accrued interest associated with these convertible notes.

Donald Sutherland, one of the Company’s Directors, purchased $200 worth of units in the October 31, 2015 unit offering.

Related Party	Date of Issuance	Number of Shares Issued
Joseph Marchal, CEO and Executive Chairman	May 15, 2015		500,000
Edward Brogan, Director	May 15, 2015		250,000
Donna Moore, Controller and CAO	May 15, 2015		50,000
Doug MacLellan, Director	May 15, 2015		50,000
Donald Sutherland, Director	May 15, 2015		50,000
Mark Osterberg, President and COO	May 15, 2015		50,000
Summit Capital USA, Inc.	May 15, 2015		500,000
Joseph Marchal, CEO and Executive Chairman	October 1, 2015		1,000,000
Edward Brogan, Director	October 1, 2015		1,000,000
Donna Moore, Controller and CAO	October 1, 2015		50,000
Doug MacLellan, Director	October 1, 2015		50,000
Donald Sutherland, Director	October 1, 2015		50,000
TOTAL			3,600,000

As of December 31, 2015, the Company had an outstanding liability of $79 due to Michael Christiansen, a former officer of the Company. While we are currently in default of this agreement as it was due on or before December 31, 2014, we have had recent discussions with Mr. Christiansen regarding a settlement agreement and believe a settlement of this issue is likely.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~The~~On ~~following~~January ~~table~~27, ~~shows~~2016, ~~the~~we ~~fees~~were notified by our independent auditors, HJ & Associates, LLC (“HJ”), that ~~were~~as ~~billed~~a ~~for~~result of the ~~audit~~sale ~~and~~of ~~other~~HJ’s ~~services~~assets ~~provided~~to byHaynie & Company of Salt Lake City, UT (“Haynie”), HJ &has ~~Associates~~resigned as our independent registered public accounting firm. As a result of this resignation, ~~LLC~~on ~~for~~January 27, 2016, we engaged Haynie, as our new independent registered public accounting firm by way of the unanimous written resolution of our board of directors on the same date. Haynie conducted the audit of our financial statements for the fiscal ~~years~~year ended December 31, ~~2014 and 2013, respectively~~2015.

	2014		2013
Audit Fees	$	65,400	$	54,720
Audit-Related Fees		-		-
Tax Fees		2,600		-
All Other Fees		-		-
Total	$	68,000	$	54,720

The following table shows the fees that were billed for the audit and other services provided by HJ and Haynie for the fiscal years ended December 31, 2015 and 2014, respectively.

	2015		2014

Audit Fees	$	127,300	$	65,400
Audit-Related Fees		-		-
Tax Fees		-		2,600
All Other Fees		-		-
Total	$	127,300	$	68,000

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.

Tax Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of the Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit and tax fees paid to the auditors with respect to ~~2013~~2015 and ~~2012~~2014 were pre-approved by the Board of Directors.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	~~(a)~~1.	1.Financial Statements	~~Financial Statements~~
			The consolidated financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Consolidated Financial Statements” on page F-1 and included on pages F-2 through F-15.
		The consolidated financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Consolidated Financial Statements” on page F-1 and included on pages F-2 through F-28
	2.	2.Financial Statement Schedules	~~Financial Statement Schedules~~
		All schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.	All schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.
	3.	3.Exhibits	~~Exhibits~~

Exhibit Number		Description of Exhibit
2.1		~~Acquisition~~Purchase Agreement ~~and~~dated ~~Plan~~as of ~~Merger~~October ~~dated May 7~~13, ~~2012~~2015 byamong ~~and~~Star ~~among~~Mountain ~~the~~Resources, ~~Company~~Inc., ~~JSR~~Northern ~~Sub~~Zinc, CoLLC, and ~~Bolcán~~Aviano ~~Mining~~Financial ~~Corporation~~Group, LLC. (Incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K as filed with the SEC on ~~November~~October 216, ~~2012~~2015).
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).
2.2		Purchase Agreement dated as of October 13, 2015 among Northern Zinc, LLC, Star Mountain Resources, Inc., HudBay Minerals Inc. Balmat Holding Corporation and St. Lawrence Zinc Company, LLC. (Incorporated by reference to Exhibit 2.2 to the Company’s current report on Form 8-K as filed with the SEC on October 16, 2015)
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).
3.4		Certificate of Designation of Preferences, Rights and Limitations (Series B preferred stock) as filed with the Secretary of State of Nevada on September 30, 2015 (Incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K as filed with the SEC on October 2, 2015).
3.5		Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations (Series C preferred stock) as filed with the Secretary of State of Nevada on November 4, 2015 (Incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K as filed with the SEC on November 11, 2015).

3336

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).
3.6		Amendment to Certificate of Designation of Preferences, Rights and Limitations (Series B preferred stock) as filed with the Secretary of State of Nevada on November 4, 2015 (Incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K as filed with the SEC on November 5, 2015).
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).
10.1		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).
10.2		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).
10.3		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).
10.4		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).
10.5		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).
10.6		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).
10.7		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).
10.8		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).
10.9		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).
10.10		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).
10.11		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).†
10.12		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).†
14.1		Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to the Company’s current report on Form 8-K as filed with the SEC on January 13, 2015).
10.13		Form of Subscription Agreement for offering of Units (Incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K as filed with the SEC on June 17, 2015).
21.1		Subsidiaries of the Registrant*
10.14		Form of Common Stock Warrant (Incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K as filed with the SEC on June 17, 2015).
31.1		Rule 13a-14(a)/15d-14(a) Certification of President and Chief Operating Officer*
10.15		Registration Rights Agreement (Incorporated by reference to Exhibit 10.4 to the Company’s current report on Form 8-K as filed with the SEC on June 17, 2015).
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**

10.16		Form of Subscription Agreement for October 30, 2015 Offering (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K as filed with the SEC on November 5, 2015).

10.17		Promissory Note issued to Fognani & Faught, PLLC by the Company dated November 2, 2015 (Incorporated by reference to Exhibit 10.19 to the Company’s current report on Form 10-Q as filed with the SEC on November 11, 2015).

10.18		Promissory Note issued to Aviano Financial Group, LLC by the Company dated November 2, 2015 (Incorporated by reference to Exhibit 10.20 to the Company’s current report on Form 10-Q as filed with the SEC on November 11, 2015).

10.19		Form of Convertible Note Issued in Connection with November 2015 Unit Offering (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K as filed with the SEC on November 13, 2015).

10.20+		Employment Agreement between Star Mountain Resources, Inc. and Wayne Rich dated as of November 1, 2015 (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K as filed with the SEC on November 25, 2015).

10.21		Promissory Note between St. Lawrence Zinc Company, LLC and Development Authority of the North Country dated March 15, 2016 (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K as filed with the SEC on March 21, 2016).

10.22		Security Agreement between St. Lawrence Zinc Company, LLC and Development Authority of the North Country dated March 15, 2016 (Incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K as filed with the SEC on March 21, 2016).

10.23		Form of Unlimited Guaranty in favor of Development Authority of the North Country (Incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K as filed with the SEC on March 21, 2016).

10.24		Assignment of Mineral and Mining Rights by St. Lawrence Zinc Company, LLC in favor of Development Authority of the North Country dated March 15, 2016 (Incorporated by reference to Exhibit 10.4 to the Company’s current report on Form 8-K as filed with the SEC on March 21, 2016).

14.1		Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to the Company’s current report on Form 8-K as filed with the SEC on January 13, 2015).

21.1		Subsidiaries of the Registrant*

23.1		Consent of Practical Mining, LLC dated April 13, 2016*

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*

32.1		Section 1350 Certification of Chief Executive Officer*

32.2		Section 1350 Certification of Chief Financial 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.

(b) The exhibits filed with this annual report on Form 10-K are listed above in response to Item 15(a)(3).

3438

SIGNATURES

Pursuant to the requirements of Section 13 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.

	STAR MOUNTAIN RESOURCES, INC.
	(Registrant)
	By:	/s/ Joseph Marchal
		Joseph Marchal
		Chief Executive Officer
	Date:	~~March~~April 3113, ~~2015~~2016

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Marchal as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the annual report, which amendments may make such changes in the annual report as the attorney-in-fact deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Joseph Marchal	Chief Executive Officer and Director	~~March~~April 3113, ~~2015~~2016
Joseph Marchal	(principal executive officer)
/s/ Donna S. Moore	Interim Chief Financial Officer	March 31, 2015
/s/ Wayne Rich	Chief Financial Officer and VP Finance	April 13, 2016
Donna S. Moore	(principal financial and accounting officer)
Wayne Rich	(principal financial officer)
/s/ Douglas MacLellan	Director	March 31, 2015
/s/ Donna S. Moore	Chief Accounting Officer	April 13, 2016
Donna S. Moore	(principal accounting officer)
/s/ Douglas MacLellan	Director	April 13, 2016
Douglas MacLellan
/s/ Edward Brogan	Director	~~March~~April 3113, ~~2015~~2016
Edward Brogan
/s/ Donald Sutherland	Director	~~March~~April 3113, ~~2015~~2016
Donald Sutherland

3539

Filing Compare · Star Mountain Resources, Inc.