UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2015~~2016

[ ] 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 201, Littleton, Colorado		80127
(Address of principal executive offices)		(Zip Code)

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

(Registrant’s telephone number, including area code)

~~Not applicable.~~NA

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

Copies of Communications to:

Laura Anthony, Esq.

Legal& Compliance, LLC

330 Clematis Street, Suite 217

West Palm Beach, FL 33401

(561) 514-0936

Fax (561) 514-0832

Indicate by check mark whether the ~~issuer~~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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]

Non-accelerated filer [ ] (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 Exchange Act). Yes [ ] No [X]

The number of shares of Common Stock, $0.001 par value, issued and outstanding on ~~November~~May 1316, ~~2015~~2016, was 2438,~~273~~301,~~729~~229 shares.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4.	Controls and Procedures	6
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other Information	7
Item 6.	Exhibits	87
Signatures		11

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report includes forward-looking statements. These forward -looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including but not limited to: ~~variability~~our ability to continue as a going concern; difficult global capital market conditions and our ability to raise the capital needed to fund our ongoing operations; uncertainty of our future revenues and financial performance; risks associated with ~~product~~our planned development of our historically operating mine; the accuracy of estimates and assumptions associated with our reserves and/or ~~technological~~mineralized ~~changes~~material; ~~the~~challenges ~~acceptance~~to title of our ~~products~~properties; risks associated with operating in a complex environmental and regulatory business environment; risks of shortages of supplies, equipment, materials and/or water; our ability to retain key personnel; disruption, damage or failure of information technology systems; the ~~marketplace~~minimal bypublic market for our common stock and the potential of dilution through future ~~customers;~~issuances ~~general~~of ~~economic~~our ~~conditions~~common stock. You should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

CAUTIONARY STATEMENT REGARDING MINERALIZED MATERIAL

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

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

STAR MOUNTAIN RESOURCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2015			December 31, 2014
	(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	491,688		$	45,990
Restricted cash		500,000			-
Prepaid expenses		1,529,469			15,725
Deposits		150			150
Total current assets		2,521,307			61,865
Property & equipment, net		73,912			78,266
Investment in acquisition		550,000			-
Mineral rights		24,270			24,270
Surety bond		24,325			24,325
TOTAL ASSETS	$	3,193,814		$	188,726
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	234,476		$	259,991
Accounts payable - related party		31,829			38,125
Loans payable - related party		374,938			253,572
Stipulated agreement liability - related party		79,272			79,272
Total current liabilities		720,515			630,960
Total Liabilities		720,515			630,960
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, 50,000,000 authorized, $.001 par value 5,000 and 0 issued and outstanding, respectively		5			-
Common stock, authorized 350,000,000 shares, $.001 par value, 24,223,729 and 17,969,729 issued and outstanding, respectively		24,224			17,970
Common stock subscribed		110,000			-
Subscription receivable		(55,000	)		-
Additional paid in capital		14,200,944			7,377,627
Accumulated deficit		(11,806,874	)		(7,837,831	)
Total Stockholdes’ Equity (Deficit)		2,473,299			(442,234	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	3,193,814		$	188,726

(US dollars in thousands, except share amounts)

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

	March 31, 2016			December 31, 2015
	(unaudited)

ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	279		$	1,201
Prepaid and other		396			333
Parts and supplies inventory		500			500

Total current assets		1,175			2,034

Land		1,876			1,876
Property & equipment, net		24,177			24,552
Mineral reserves		3,165			3,165
Mineral rights		3,684			3,684
Restricted cash – reclamation deposits		1,688			1,688

TOTAL ASSETS	$	35,765		$	36,999

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	707		$	404
Accounts payable - related party		36			19
Notes Payable		1,432			1,380
Notes payable - related parties		875			875
Discount on notes payable – related parties		(74	)		(105	)
Purchase price obligation – Balmat acquisition		500			500
Stipulated agreement liability - related party		79			79

Total current liabilities		3,555			3,152

Asset retirement obligation		17,906			17,906
Purchase price obligation – Balmat acquisition		12,861			11,931
Total long term liabilities					29,837

Total Liabilities		34,322			32,989

STOCKHOLDERS’ EQUITY
Preferred stock, 50,000,000 authorized, $0.001 par value, consisting of Series B preferred stock, 100,000 shares authorized, 5,000 and 5,000 shares issued and outstanding, respectively, and Series C preferred stock, 5,000,000 shares authorized, 3,130,000 and 3,130,000 shares issued and outstanding, respectively		3			3
Common stock, authorized 350,000,000 shares, $0.001 par value, 38,301,229 and 37,951,229 issued and outstanding, respectively		38			38
Common stock subscribed		27			27
Additional paid in capital		18,684			18,476
Accumulated deficit		(17,309	)		(14,534	)

Total Stockholders’ Equity		1,443			4,010

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	35,765		$	36,999

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

F-1

STAR MOUNTAIN RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(US dollars in thousands, except share amounts)

(unaudited)

	Three Months Ended						~~Nine Months Ended~~
	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
	March 31, 2016			March 31, 2015
OPERATING EXPENSES
Executive Compensation		470,000			36,000			1,092,500			66,000
Compensation	$	120		$	130
Exploration and development costs		~~47,953~~49			~~19,352~~67			~~160,150~~			~~46,288~~
General and administrative		231,567			83,083			613,317			755,818
Mine maintenance costs		541			-
General and administrative - related party		994,333			60,750			2,075,945			62,934
Depreciation and amortization		382			2
Total Operating Expenses		1,743,853			199,185			3,941,912			931,040
Accretion expense		206			-
Loss from Operations		(1,743,853	)		(199,185	)		(3,941,912	)		(931,040	)
General and administrative	$	676		$	233
OTHER INCOME (EXPENSES)
Total Operating Expenses	$	1,974		$	432
Interest income		95			-			95			-
Loss from Operations	$	(1,974	)	$	(432	)
Interest expense - related parties		(8,500	)		(208,985	)		(24,652	)		(578,934	)
OTHER INCOME (EXPENSE)
Interest expense		-			(1,361	)		(2,333	)		(5,446	)
Interest income	$	2		$	-
Loss on sale of fixed asset		-			(23,943	)		-			(23,943	)
Interest expense		(78	)		(9	)
Net Loss before Income Taxes		(1,752,258	)		(433,474	)		(3,968,802	)		(1,539,363	)
Unrealized loss		(725	)		-
State tax expense		(141	)		-			(241	)		-
Total Other Income (Expense)	$	(801	)	$	(9	)
NET LOSS	$	(12,~~752,399~~775	)	$	(~~433,474~~441	)	$	~~(3,969,043~~	)	$	~~(1,539,363~~	)
Basic Loss Per Share	$	(0.08	)	$	(0.01	)	$	(0.21	)	$	(0.04	)
Basic and Diluted Loss Per Share	$	(0.07	)	$	(0.03	)
Weighted Average Number of Common Shares Outstanding		2138,~~501~~180,~~229~~673			3817,~~729~~419,~~949~~507			~~19,006,110~~			~~40,033,166~~

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

F-2

STAR MOUNTAIN RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(US dollars in thousands)

(unaudited)

	For Nine Months Ended
	For Three Months Ended
	September 30, 2015			September 30, 2014
	March 31, 2016			March 31, 2015
Cash flows from operating activies
Cash flows from operating activities
Net loss	$	(32,~~969,043~~775	)	$	(~~1,539,363~~441	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		~~4,355~~382			~~11,985.~~2
Shares issued for services		3,247,255			455,000
Shares and warrants issued for services		79			60
Stock options		~~170,576~~-			-85
Contributed capital		-1			~~103,500~~122
Loss on sale of fixed asset		-			23,943
Accretion expense		206			-
Amortization of debt discount		-			451,167
Unrealized gain – change in estimate of asset retirement obligation		(206	)		-
Unrealized loss – purchase price obligation – Balmat acquisition		931			-
Amortization of debt discount		32			-
Changes in operating assets and liabilities
Prepaid expense		-67			~~15,138~~7
Deposits		-			4,950
Accounts payable and accrued expenses		250			76
Accounts payable and accrued expenses		(52,211	)		(5,586	)
Accounts payable - related party		(5	)		6
Accounts payable - related party		21,204			-
Accrued interest		21			4
Accrued interest - related party		~~26,696~~22			~~127,767~~-
Accrued compensation		-30			~~(4,000~~10	)
Contract payable		-			(24,366	)
Net cash used in operating activities		(966	)		(69	)
Stipulated agreement liability - related party		-			(12,500	)
Net cash used in operating activities		(551,168	)		(392,365	)
Cash flows from investing activities
Advances to related party shareholders		-			(228,484	)
Purchase of equipment		(7	)		-
Sale (Purchase) of property and equipment		-			44,000
Net cash used in investing activities		(7	)		-
Net cash used in investing activities		-			(184,484	)
Cash flows from financing activities
Proceeds from issuance of convertible debt		-			500,000
Proceeds from issuance of notes payable		490			-
Proceeds from issuance of common stock		1,179,500			-
Payments on notes payable		(439	)		-
Common stock subscribed		55,000			-
Proceeds from issuance of common stock		-			21
Proceeds from loan payable - related party		262,366			78,559
Common stock subscribed		-			25
Net cash provided by financing activities		1,496,866			578,559
Proceeds from loan payable - related party		-			13
Net increase in cash		945,698			1,710
Net cash provided by financing activities		51			59
Cash, beginning of period		45,990			79
Net decrease in cash		(922	)		(10	)
Cash, end of period	$	991,688		$	1,789
Cash, beginning of period		1,201			46
Cash, end of period	$	279		$	36
Supplemental Information:
Cash paid for:
Taxes	$	~~241~~-		$	-
Interest Expense	$	-		$	-
Non-cash investing and financing activities
Warrants issued with convertible debt	$	-		$	298,989
Stock issued for future services	$	209		$	-
Collection of advances through cancellation of stock	$	-		$	1,427,320
Repayment of advances through return of property and equipment				$	64,000
Stock issued for settlement of related party debt	$	168,500		$	-
Stock issued for prepaids	$	1,513,745		$	-
Stock issued for investment in acquisition	$	550,000		$	-

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

F-3

STAR MOUNTAIN RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars in thousands, except share amounts)

(unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Star Mountain Resources, Inc. and subsidiaries (the “Company”, “we”, “us”, “our”) 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~~Currently, our operations are focused on re-commencing mining activities at the Balmat Zinc ~~mine~~Mine in the Balmat mining district in St. Lawrence County, New York and evaluating ~~continue considering~~ the feasibility of further exploration of minerals at the Star Mountain Mining District, Beaver County, Utah. 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. The Company intends to complete a feasibility study for the Balmat Zinc mine.

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. OnWe subsequently changed our name to the Jameson Stanford Resources Corporation in April 2012, and 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.

Effective December 15, 2014, the name of the Company was changed to Star Mountain Resources, Inc. to better 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 shares are common stock and 50,000,000 shares are preferred stock. ~~The increase in capital stock is intended to allow the Company to issue capital stock with respect to corporate opportunities without delay.~~

~~NOTE~~On November 2, –2015, ~~ENTRY~~the ~~INTO~~Company Aacquired ~~MATERIAL~~a ~~DEFINITIVE~~100% ~~AGREEMENT~~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 were unrelated third parties. The Balmat Mine is located in upstate New York. See Note 3 for further details.

OnNOTE ~~June~~2 ~~16,~~– ~~2015~~GOING (the “Effective Date”), the Company signed a letter of intent with an unrelated party to acquire and operate the Balmat Zinc mine. The letter of intent resulted in the Company entering into the Northern Zinc Purchase Agreement and the Balmat Purchase Agreement as discussed in Note 12 - Subsequent Events.CONCERN

~~NOTE~~The unaudited condensed consolidated 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 $1,175 and total current liabilities of $3,555, resulting –in ~~GOING~~a ~~CONCERN~~negative working capital balance of $2,380 as of March 31, 2016. 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 ~~financial~~Company’s ~~statements~~ability ~~have~~to ~~been~~continue ~~prepared~~as on a going concern ~~basis,~~is ~~which~~dependent ~~assumes~~upon obtaining the ~~Company~~necessary ~~will~~financing ~~be able~~ to ~~realize~~meet its ~~assets~~obligations and ~~discharge~~pay its liabilities inarising ~~the~~from normal ~~course~~business ofoperations. ~~business~~Management ~~for~~plans to finance the ~~foreseeable~~Company’s ~~future.~~operating ~~The~~costs over ~~Company~~the ~~has~~next ~~incurred~~twelve ~~losses~~months ~~of $11~~with loans from significant shareholders and directors,~~806~~ debt financing,~~874~~ asand/or the issuance of the Company’s ~~period~~securities. ~~ended~~There ~~September~~can ~~30,~~be ~~2015.~~no ~~Further~~assurance ~~losses~~that ~~are~~we ~~anticipated~~will inbe able to raise the ~~development~~necessary offinancing ~~its~~on ~~business~~acceptable terms or at all. InIf ~~view of~~management is unsuccessful in these ~~matters~~efforts, ~~there~~discontinuance of operations is ~~substantial~~possible. ~~doubt~~The ~~about~~unaudited ~~the~~condensed consolidated ~~Company’s~~financial ~~ability~~statements todo ~~continue~~not asinclude aany ~~going~~adjustments ~~concern~~that might result from the outcome of this uncertainty.

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 obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations and purchase to the Northern Zinc Purchase Agreement and the Balmat Purchase Agreement.. Management plans to finance the Company’s operating costs as necessary over the next twelve months with loans from significant shareholders and directors, and the private placement of the Company’s securities. 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, evaluation potential mergers and acquisitions, securing strategic alliances, recruiting personnel and obtaining financing. The interim financial information of the Company as of the periods ended September 30, 2015 and September 30, 2014 is unaudited. The balance sheet as of December 31, 2014 is derived from audited financial statements. The accompanying financial statements have been prepared in accordance with U.S. generally accepted principles for interim financial statements. The accounting policies followed for quarterly financial reporting conform to the accounting policies disclosed in ASU 2014-10. In the opinion of management, all adjustments which are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal, recurring nature. The results of operations for the nine months ended September 30, 2015 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2015. The unaudited financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2014.

F-4

NOTE 53 – ~~RESTRICTED~~BALMAT ~~CASH~~ACQUISITION

~~During~~On ~~the~~November ~~nine months ended September 30~~2, 2015, the Company ~~deposited~~completed ~~$500,000~~the ~~into~~acquisition anof ~~escrow~~Northern ~~account~~Zinc. Concurrent with the Company’s ~~attorneys.~~acquisition of Northern ~~These~~Zinc, ~~funds~~Northern ~~are~~Zinc ~~part~~acquired ofBalmat ~~the~~and ~~purchase~~its ~~price~~wholly ofowned ~~the~~subsidiary, ~~mine~~SLZ ~~acquisition~~(together ~~discussed~~referred into ~~Note~~as 12the ~~Subsequent~~“Balmat ~~Events~~Acquisition”). Each ~~and~~of ~~were~~the ~~unavailable for~~agreements ~~our~~is ~~use~~outlined infurther ~~operations~~below.

~~NOTE~~Northern 6Zinc –Purchase ~~MINERAL RIGHTS~~Agreement

AtPursuant ~~September~~to ~~30,~~the ~~2015,~~terms of the ~~Company~~Northern ~~had~~Zinc ~~certain~~Purchase ~~mining claims~~Agreement, ~~mineral~~we ~~leases~~issued ~~and~~10,000,000 ~~excavation~~shares ~~rights~~of ~~for~~our ~~mining~~unregistered ~~projects~~common ~~located~~stock ~~in Star~~to ~~Mining~~Aviano ~~District~~and assumed $1,390 in ~~Beaver~~debts ~~County,~~of ~~Utah~~Aviano ~~and~~in ~~Ogden~~exchange ~~Bay~~for ~~Wildlife~~100% ~~Management~~of ~~Area~~Northern inZinc’s ~~Weber~~membership ~~County,~~interests ~~Utah.~~previously ~~These~~owned ~~mineral~~by ~~rights~~Aviano. ~~were~~We ~~acquired~~also ~~through~~entered ~~staking~~into ~~and~~a ~~purchase,~~corporate ~~lease~~development orconsulting ~~option~~agreement ~~agreements~~with ~~and~~David ~~are~~Linsley, ~~subject~~a toprincipal ~~varying~~of ~~royalty~~Northern ~~interests,~~Zinc; ~~some of which~~appointed ~~are~~Wayne ~~indexed~~Rich toas ~~the~~our ~~sale~~Chief ~~price~~Financial ofOfficer; ~~minerals~~agreed ~~excavated~~to ~~from~~appoint ~~these~~two ~~properties.~~members ~~The~~to ~~Company~~our ~~has~~board ~~not established proven or probable reserves on any~~ of ~~its~~directors ~~mineral~~designated ~~projects~~by Aviano; and nooffered advisory ~~minerals~~board ~~have~~positions ~~been~~for ~~extracted~~a ~~from~~period ~~these properties as~~ of ~~September~~at ~~30,~~least ~~2015.~~three ~~Capitalized cost~~years ofto ~~mineral~~three ~~rights~~other ~~was~~individuals ~~$24,270~~associated aswith ~~of September 30, 2015 and December 31, 2014~~Aviano.

~~NOTE~~Balmat 7Purchase ~~– TRANSACTIONS WITH RELATED PARTIES~~Agreement

~~During~~Upon ~~the~~closing, ~~nine~~we ~~months~~acquired ~~ended~~100% ~~September~~of ~~30,~~the ~~2015,~~issued ~~related~~and ~~parties~~outstanding ~~were~~common ~~issued~~stock ~~3,700,000~~of ~~shares~~Balmat offrom ~~common~~Hudbay ~~stock~~for ~~and~~a ~~5,000~~cash ~~shares~~purchase ofprice ~~preferred~~ranging from ~~stock~~$8,500 ~~for~~to ~~services~~$17,000 ~~rendered.~~(the ~~These~~“Balmat ~~shares~~Cash ~~were~~Amount”) and issued atHudbay ~~$1.10~~550,000 ~~per~~shares ~~share.~~of ~~During~~our ~~the~~unregistered ~~nine~~common ~~months~~stock. ~~ended~~Subsequent to ~~September 30~~closing, ~~2015,~~and ain ~~related party~~accordance ~~was~~with ~~issued~~the 50purchase agreement,~~000~~ ~~shares~~we asmust aissue ~~onetime~~Hudbay ~~signing~~an ~~bonus~~additional as78,857 ~~part~~shares of anour ~~employment~~unregistered common ~~agreement~~stock.

~~During~~The ~~the~~Balmat ~~nine~~Cash ~~months~~Amount ~~ended~~is ~~September~~able ~~30, 2015, a related party loaned the Company $332,365. At the period ended September 30, 2015, the amount owed~~ to abe ~~related~~satisfied ~~party was $374,938. The Company recorded $24,652 interest expense for this loan.. During the period ended September 30, 2015, as part of the Private Placement closing on September 30, 2015, discussed~~ in ~~Footnote~~any ~~9 below, a related party agreed to convert $141,000~~ of the ~~loan~~following ~~payable to Units sold in the offering.~~ways:

~~note~~Option 81. –Under ~~stipulated~~this ~~Agreement~~option, ~~LIABILITY~~$1,500 ~~RELATED~~was ~~PARTY~~paid at closing and the balance of $15,500 will be paid as follows:

~~The Company~~● ~~entered~~$500 ~~into~~upon ancompletion ~~agreement with Michael Christiansen (“Christiansen”), a former officer~~ of the ~~Company~~first onshipment ~~August 13, 2013 (the “Stipulated Agreement”) to pay Christiansen $123,272 (the “Amount Due”) relating to a promissory note, accrued compensation and out-~~of~~-pocket~~ ~~expenses~~ore ~~incurred~~concentrate onfrom ~~behalf of~~ the ~~Company.~~Balmat ~~The Amount Due was agreed to be paid as follows: $10,500 on or before August 15, 2013~~Mine; ~~$10,500~~● ~~on or before September 15, 2013;~~ $105,~~500~~000 on ~~or before October 15, 2013; and~~ the ~~balance~~12-month inanniversary ~~installments~~ of ~~$15,000 beginning on~~ the ~~earlier of (a) the~~ first ~~day~~shipment of ~~the~~ore ~~month~~concentrate ~~following~~from the ~~date~~Balmat onMine; ~~which the~~and ~~Company~~● ~~receives at least three million dollars (~~$32,~~000,000)~~500 ofon ~~equity~~each ~~funding, or (b) December 31, 2014. The payment~~ of ~~this stipulated agreement is in default. Subject to completion of~~ the ~~payments~~following ~~due~~dates ~~under~~from the ~~agreement,~~first ~~the~~shipment ~~parties~~of ~~agreed~~ore toconcentrate ~~release certain~~from ~~claims against each other related to or arising in connection with~~ the ~~matters~~Balmat ~~that~~Mine: ~~gave~~18th ~~rise to our agreement to pay the Amount Due. During the year ended December 31~~month, ~~2014,~~24th ~~the Company made payments of $12~~month,~~500.~~ At30th ~~the~~month ~~nine~~and ~~months ending September 30, 2015,~~ the ~~remaining~~36th ~~liability of $79,272 is recorded as Stipulated Agreement Liability in the accompanying financial statements~~month.

~~NOTE~~Option 92. –Under ~~CONTRACTS~~this ~~AND~~option, ~~LEASE~~with ~~COMMITMENTS~~proper notice to Hudbay within three months of the closing date (which has since passed), the Balmat Cash Amount would have been reduced to $8,500: $1,500 of which was paid upon closing, and the balance of $7,000 was to have been paid within three days after proper notice to Hudbay.

~~Office~~Under ~~Leases~~Option 2, Northern Zinc would also have immediately assumed 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 ~~corporate~~3. ~~office~~Under ofthis ~~the~~option, ~~Company~~with isproper ~~located~~notice atto ~~605~~Hudbay W.within ~~Knox~~30 ~~Rd.,~~days ~~Suite~~before ~~202,~~the ~~Tempe,~~12-month ~~Arizona.~~anniversary ~~These~~of ~~facilities~~the ~~are~~first ~~furnished rent~~shipment ~~free~~of byore ~~one~~concentrate offrom the ~~Company’s~~Balmat ~~shareholders.~~Mine, Anthe ~~imputed~~Balmat ~~rent~~Cash ~~expense~~Amount ofwill ~~$500~~be ~~per~~reduced ~~month is recorded~~ to ~~the~~$16,000: ~~Statements~~$1,500 of ~~Operations and~~which ~~recorded~~was aspaid ~~Additional~~upon ~~Paid~~closing with inthe ~~Capital~~balance onof ~~the~~$14,500 ~~Balance~~being ~~Sheet.~~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-5

~~Employment~~Fair ~~Contract~~Value Determination and Allocation of Consideration

OnThe ~~February~~purchase ~~11,~~price ~~2015,~~allocation ~~the~~presented ~~Board~~below ofis ~~Directors~~preliminary ofand ~~the~~includes ~~Company appointed Mark Osterberg to serve as~~ the ~~Company’s~~use ~~President~~of ~~and Chief Operating Officer effective March 1, 2015~~estimates. InThis ~~connection~~preliminary ~~with~~allocation ~~his~~is ~~appointment, Mr. Osterberg entered into an employment~~based ~~agreement~~on ~~dated~~information asthat ofwas ~~February~~available ~~11, 2015 (the “Employment Agreement”) with the Company pursuant~~ to ~~which~~management heat ~~will receive an annual salary of $120,000 and annual bonuses of one-half percent of~~ the ~~Company’s~~time ~~gross~~these ~~sales,~~unaudited upcondensed toconsolidated afinancial ~~maximum of 25%~~statements ofwere Mrprepared. ~~Osterberg’s~~We ~~salary~~believe ~~(“Incentive Compensation”). In addition, Mr. Osterberg is entitled to receive a one-time signing bonus of 50,000 shares of~~ the ~~Company’s~~estimates ~~common~~used ~~stock.~~are ~~The~~reasonable ~~Company~~and ~~also granted Mr. Osterberg an option (~~the ~~“Option”) to~~significant ~~purchase~~effects ~~250,000 shares~~ of the ~~Company’s~~transaction ~~common~~are ~~stock~~properly ~~with an exercise price of $0~~reflected.~~50 per share. The option vests with~~ ~~respect to 50~~However,~~000~~ ~~shares upon execution of~~ the ~~Employment~~estimates ~~Agreement.~~are ~~With~~subject ~~respect~~ to ~~the~~change ~~remaining~~as ~~200,000~~additional ~~shares,~~information ~~the~~becomes ~~option vests~~available ~~at the rate of 50,000 shares upon the close of each fiscal quarter from~~ and ~~commencing~~is onassessed ~~the~~by ~~close of~~ the ~~first~~Company. ~~fiscal~~These ~~quarter~~amounts ~~from~~will ~~and~~be ~~after~~finalized ~~the~~as ~~date~~soon ofas ~~the~~possible, ~~Employment~~but ~~Agreement.~~no ~~Mr.~~later ~~Osterberg~~than isone ~~eligible~~year tofrom ~~participate in~~ the ~~Company’s~~acquisition ~~standard benefit programs for senior management~~date.

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

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

Assets received:
Cash	$	72
Prepaid expense		163
Spare parts inventory		500
Land		1,855
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

OnThe ~~June~~consideration ~~16,~~paid ~~2015~~was ~~(the~~comprised ~~“Effective~~of ~~Date”)~~$1,000 ~~the~~in ~~Company~~cash, ~~signed~~$12,431 in a ~~letter~~deferred ofpayment ~~intent~~liability, ~~with an unrelated party to acquire~~ and ~~operate~~ ~~the~~10,628,857 ~~Balmat~~shares ~~Zinc mine. The letter~~ of ~~intent~~the ~~resulted~~Company’s stock in(which ~~the~~includes ~~Company~~78,857 ~~entering~~shares ~~into~~issuable ~~the~~to ~~Northern~~Hudbay ~~Zinc~~as ~~Purchase~~part ~~Agreement and~~of the ~~Balmat~~acquisition ~~Purchase~~purchase ~~Agreement~~price as ~~discussed~~of inMarch ~~Note~~31, 122016) -valued at ~~Subsequent Events~~$3,078.

~~NOTE~~The 10acquisition –has ~~EQUITY~~generated ~~TRANSACTIONS~~no revenues for us since the November 2, 2015 acquisition date.

OnNOTE ~~February~~4 2,– ~~2015,~~SUMMARY ~~the~~OF ~~Company~~SIGNIFICANT ~~cancelled~~ACCOUNTING 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 Proceedings.POLICIES

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

OnThe ~~March~~accompanying 17unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted principles for interim financial statements. Accordingly, ~~2015~~these unaudited condensed consolidated financial statements do not include certain information and note disclosures that are normally included in annual financial statements prepared in conformity with U.S. GAAP. Therefore, the ~~Company~~unaudited ~~issued~~condensed ~~114,000~~consolidated ~~shares~~financial ofstatements ~~its~~should ~~common~~be ~~stock~~read in ~~exchange~~conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for ~~payment~~the year ended December 31, 2015. In the opinion of ~~$20~~management,~~500~~ ~~and~~all adjustments which are necessary for a ~~mutual~~fair ~~release~~presentation of athe ~~claim~~financial byinformation anfor ~~investor~~the interim periods reported have been made. ~~The~~All ~~investor~~such ~~claimed~~adjustments toare ~~have~~of ~~purchased~~a ~~and~~normal, ~~paid~~recurring nature. The interim results of operations for 32the three months ended March 31,~~000~~ ~~shares~~2016 are not necessarily indicative of the ~~Company’s unregistered~~results ~~common~~that ~~stock~~can inbe ~~November~~expected ~~2013~~for ~~but~~the ~~did~~entire ~~not~~year ~~receive~~ending ~~the~~December ~~shares~~31, ~~purchased~~2016.

OnRecent ~~May~~Accounting 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.Pronouncements

OnIn ~~June~~August 302014, ~~2015,~~FASB ~~the~~issued ~~Company~~Accounting ~~issued~~Standards ~~310~~Update (“ASU”) No. 2014-15,~~000~~ ~~shares~~“Presentation of ~~its~~Financial ~~common~~Statements-Going Concern ~~stock~~(Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going 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 going concern and to provide related footnote disclosures. The amendments in ~~exchange~~this ASU are effective for ~~equity~~reporting ~~investments~~periods ~~totaling~~beginning ~~$105~~after December 15,~~000~~ ~~received~~2016, with early adoption permitted. We are currently ~~during~~assessing the ~~period~~impact ~~ended~~the ~~June,~~adoption ~~2015~~of ASU 2014-15 will have on our financial statements and related disclosures.

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.

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 good faith partial payment for the acquisition of a mine discussed in Note 12. The shares were valued at $1.10 per share.

F-6

~~Series~~NOTE B5 ~~Preferred~~– ~~Stock~~FAIR VALUE OF FINANCIAL INSTRUMENTS

OnOur ~~September~~financial ~~30,~~instruments ~~2015,~~may ~~the~~at ~~Company~~times ~~filed~~consist ~~with the Secretary~~ of ~~State~~cash ofand ~~Nevada~~cash aequivalents, ~~certificate~~accounts ofreceivable, ~~designation~~restricted ~~of preferences~~cash, ~~rights~~accounts payable and ~~limitations~~accrued ~~creating~~liabilities, ~~the~~notes ~~Company’s~~payable ~~Series~~and Basset ~~preferred~~retirement ~~stock~~obligations. ~~and~~U.S. ~~designating~~GAAP ~~the~~defines ~~rights~~fair ~~and~~value ~~preferences~~as of the ~~Series~~price that would Bbe ~~preferred~~received ~~stock~~to ~~(the~~sell ~~“Series~~an Basset ~~Certificate~~or ofbe ~~Designation”).~~paid ~~The~~to ~~Series~~transfer Ba ~~Certificate~~liability ofin ~~Designation~~an ~~authorized the~~orderly ~~issuance~~transaction ofbetween upmarket toparticipants ~~100,000~~at ~~shares~~the ofmeasurement date ~~Series~~(exit Bprice) ~~preferred~~and ~~stock,~~establishes ~~par~~a fair-value ~~$0.001~~hierarchy ~~per~~that ~~share.~~prioritizes ~~Holders of~~ the ~~Series~~inputs Bused ~~preferred stock are entitled~~ to ~~100~~measure ~~votes~~fair ~~per~~value ~~share~~using onthe ~~matters~~following definitions ~~submitted~~(from highest to alowest ~~vote of the Company’s stockholders.~~priority):

~~Upon any~~● ~~liquidation,~~Level ~~dissolution~~1 or— ~~winding-up~~Unadjusted ofquoted ~~the~~prices ~~Company,~~in ~~whether~~active ~~voluntary~~markets ofthat ~~involuntary,~~are ~~the~~accessible ~~holders~~at of the ~~Series~~measurement Bdate ~~preferred stock~~for ~~will~~identical, beunrestricted ~~entitled~~assets toor ~~receive~~liabilities. ~~out~~● ofLevel ~~the~~2 ~~assets~~— ofObservable ~~the~~inputs ~~Company~~other anthan ~~amount~~quoted ~~equal~~prices toincluded ~~the~~within ~~par~~Level ~~value~~1 ofthat ~~the~~are ~~Series~~observable Bfor ~~Preferred and~~the ~~any~~asset ~~other fees~~ or ~~liquidated~~liability, ~~damages~~either ~~then~~directly ~~due~~or ~~and owing~~indirectly, ~~for~~including ~~each~~quoted ~~share~~prices offor ~~Series~~similar Bassets ~~preferred~~and ~~stock~~liabilities ~~before~~in ~~any~~active ~~distribution or~~markets; ~~payment~~quoted isprices ~~made~~for toidentical ~~the~~or ~~holders~~similar ofassets ~~any junior securities,~~ and ifliabilities ~~the~~in ~~assets~~markets ofthat ~~the Company~~ are ~~insufficient~~not toactive; ~~pay~~or inother ~~full~~inputs ~~such amounts,~~that ~~then~~are ~~the~~observable ~~entire~~or ~~assets~~can to be ~~distributed~~corroborated toby ~~the~~observable ~~holders~~market ofdata ~~the~~by ~~Series~~correlation Bor ~~preferred~~other ~~stock~~means. ~~will~~● beLevel ~~ratably~~3 ~~distributed~~— ~~among the~~Prices ~~holders~~or invaluation ~~accordance~~techniques ~~with~~requiring ~~the~~inputs ~~respective amounts~~ that ~~would~~are beboth ~~payable~~significant onto ~~such shares if all amounts payable thereon were paid in full. The preference rights of~~ the ~~Series~~fair-value Bmeasurement ~~Preferred~~and ~~Stock precedes the rights of the Series C Preferred Stock~~unobservable.

~~Subject~~The toCompany ~~the~~continually ~~terms~~monitors ofits ~~the~~cash ~~Series~~positions ~~B Certificate of Designation~~with, ~~the~~and ~~Series B preferred stock is convertible, at any time after six months after~~ the ~~date~~credit ofquality ~~issuance into that number~~ of, ~~shares of common stock determined by multiplying~~ the ~~number~~financial ofinstitutions ~~shares~~with ofwhich ~~Series~~it invests. BThe ~~preferred~~Company ~~stock~~maintains bybalances ~~100,~~in ~~subject~~various toU.S. ~~adjustment~~financial asinstitutions ~~provided~~ in ~~the~~excess ~~Series~~of BU.S. ~~Certificate~~federally ofinsured ~~Designation~~limits. The Company ~~will not effect~~’s ~~any~~balances ~~conversion~~ of ~~Series~~cash ~~B preferred stock,~~ and ~~the~~cash ~~holder of Series B preferred stock will not have the right to convert any portion of the Series B preferred stock~~equivalents, toaccounts ~~the~~payable ~~extent~~and ~~that,~~accrued ~~after giving effect to the conversion~~liabilities, ~~the holder~~ and ~~its~~notes ~~affiliates and~~payable ~~any~~approximate ~~person~~fair ~~acting as a group with the holder or any of its affiliates would beneficially own in excess of 4~~value.~~99% of the Company’s outstanding common stock.~~

OnThe ~~September~~following ~~30,~~table ~~2015,~~presents ~~the~~information ~~Company~~about ~~had~~financial ~~issued~~instruments ~~5,000~~recognized ~~shares~~at tofair avalue ~~related~~on ~~party~~a ofrecurring ~~its~~basis ~~Series~~as Bof ~~preferred~~March ~~stock for services rendered~~31, 2016 and ~~to be rendered during the year ended~~ December 31, 2015., ~~Each~~and ~~share~~indicates of the ~~Series~~fair ~~C 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.~~hierarchy:

Series C Preferred Stock

	March 31, 2016								December 31, 2015
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Reclamation deposits		-	$	1,688		-		1,688		-	$	1,688		-		1,688
Total financial assets	$	-	$	1,688	$	-	$	1,688	$	-	$	1,688	$	-	$	1,688

Liabilities
Purchase price obligation – Balmat Acquisition		-		-		13,361		13,361		-		-		12,431		12,431
Asset retirement obligation		-		-		17,906		17,906		-		-		17,906		17,906
Total financial assets and liabilities	$	-	$	1,688	$	31,267	$	32,955	$	-	$	1,688	$	30,337	$	32,025

OnThe ~~September~~fair ~~30,~~value ~~2015,~~of the Company’s ~~filed~~purchase ~~with~~price ~~the~~obligation ~~Secretary~~was ofestimated ~~State~~using ofa ~~Nevada~~probability-weighted discounted cash flow model in order to arrive at a ~~certificate~~fair value of ~~designation~~the ofliability. ~~preferences,~~A ~~rights and~~discounted ~~limitations~~cash ~~creating~~flow model was used to calculate the ~~Company’s~~net ~~Series~~present Cvalue of ~~preferred~~the ~~stock~~remaining payment options (Option 1 and ~~designating~~Option 3) to satisfy the ~~rights~~outstanding ~~and~~purchase ~~preferences~~price obligation. See Note 3 – Balmat Acquisition for a detailed description of each payment option able to satisfy the ~~Series~~remaining obligation. An estimated probability Cweighting ~~preferred~~was ~~stock~~then ~~(the~~assigned ~~“Series~~to Ceach ~~Certificate~~option’s ofestimated ~~Designation”)~~net present value to arrive at the overall estimated fair value. Significant ~~The~~unobservable ~~Series~~inputs Cinclude ~~Certificate~~management’s estimated timing of ~~Designation~~activities ~~authorized~~(including option election dates and timing of first concentrate shipments) associated with payments due under the ~~issuance~~agreement ofas upwell toas the 5~~,000,000~~.6% ~~shares~~discount rate applied within the model. Acceleration of ~~Series~~timing Cof ~~preferred~~elections ~~stock,~~or ~~par~~shipments ~~value~~of ~~$0.001~~first ~~per~~concentrates ~~share~~would accelerate payments due, ~~with~~therefore increasing athe ~~stated~~net present value ~~equal~~of toa $1given payment option.~~00 per~~ ~~share,~~An ~~subject~~upward/downward adjustment to ~~increase~~the asdiscount ~~set~~rate ~~forth~~would result in an inverse effect on the ~~Series~~overall Cfair ~~Certificate~~value, ofall ~~Designation~~else being equal.

Holders of the Series C preferred stock are entitled to 10 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, subject to adjustment as provided in the Series C Certificate of Designation. The Company will not effect 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.

At the period ending September 30, 2015, there were no Series C preferred shares issued.

F-7

~~Unit~~The fair value of the ~~Offering~~Company’s asset retirement obligation was estimated using a discounted cash flow model 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 over the next 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.

OnNOTE ~~June~~6 ~~30,~~– ~~2015,~~PREPAID ~~the~~EXPENSES ~~Company~~AND completed the closing of its offering of 1,000 units (the “Units”) of its common stock and warrants at a price of $1,000 per Unit for an aggregate offering amount of $1,000,000. To cover an over-allotment in this offering, we sold an additional 250 Units for an additional aggregate offering amount of $250,000 bringing the total amount sold in this offering to $1,250,000. The Units were sold to 13 accredited investors one of whom included our Chief Executive Officer who purchased 141 Units by converting $141,000 previously loaned to the Company. Each Unit consists 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 $110,000 due July 10, 2015. The note accrues 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 $110,000 from the promissory note, the offering totaled $1,250,000. The value of the promissory note was recorded as common stock receivable. As of the filing of this report, the promissory note is in default.OTHER

OnAs ~~July~~of ~~13,~~March ~~2015~~31, ~~the~~2016 ~~Company agreed to issue 55 Units to an unrelated party~~ and toDecember ~~extend~~31, 2015, the ~~payment~~Company ~~terms~~had ofprepaid ~~the~~expenses ~~remaining~~totaling $~~55,000 for~~396 anand ~~additional 55 units as part of the~~ $~~110~~333,~~000~~ ~~promissory~~respectively. ~~note~~These ~~it received from that party in connection with the Company’s~~balances ~~offering~~include ofprepayments ~~its Units discussed above. Neither the shares nor warrants~~ associated with ~~this~~property ~~purchase~~taxes, ofinsurance 55premiums ~~units~~and ~~have~~consulting ~~yet been issued~~contracts. InAll ~~addition,~~amounts onare ~~July~~being ~~28, 2015, the Company agreed to sell the remaining 55 Units from this offering to its Chief Executive~~amortized ~~Officer~~over ~~who converted $55,000 of principal amount of his previous loan to~~ the ~~Company.~~time ~~The~~period ~~110,000 shares and warrants~~ associated with the ~~purchase~~prepaid ~~of these 55 units were issued in July, 2015~~expense.

~~Stock~~NOTE ~~Options~~7 – PROPERTY, PLANT and EQUIPMENT

~~Effective~~As ~~March 1, 2015, as part~~ of anMarch ~~employment agreement~~31, an2016 ~~option~~and ~~was~~December ~~granted to purchase 250~~31,~~000~~ ~~shares of the Company’s common stock with an exercise price of $0.50 per share. The option vests with respect to 50~~2015,~~000~~ ~~shares upon execution of the Employment Agreement. With respect to the remaining 200~~property,~~000~~ ~~shares,~~plant ~~the option vests at the rate of 50,000 shares upon the close of each fiscal quarter from~~ and ~~commencing~~equipment onconsisted ~~the close~~ of the first fiscal quarter from and after the date of the Employment Agreement. The Company valued the issuance of these warrants using the Black Scholes valuation model assuming a maturity of 2.7 years, 0.693% risk free rate and an 88.83% volatility. At the nine months ended September 30, 2015, the vested value of the option was $170,576. This was recorded as stock compensation expense.following:

The following is a summary of the status of all Company’s stock options as of September 30, 2015 and changes during the nine months ended on that date:

	March 31, 2016						December 31, 2015
			Accumulated		Net Book				Accumulated		Net Book
	Cost		Depreciation		Value		Cost		Depreciation		Value

Buildings	$	892	$	35	$	857	$	892	$	16	$	876
Machinery & Equipment		18,913		569		18,344		18,911		231		18,680
Mobile Equipment		4,984		41		4,943		4,984		16		4,968
Office Furniture & Equipment		38		5		33		33		5		28
	$	24,827	$	650	$	24,177	$	24,820	$	268	$	24,552

	Number		Weighted
	of Stock		Average
	Options		Exercise Price
Oustanding at January 1, 2015		0	$	-
Granted		250,000	$	0.50
Exercised		0	$	-
Cancelled		0	$	-
Outstanding at September 30, 2015		250,000	$	0.50
Options exercisable at September 30, 2015		200,000	$	0.50

Depreciation expense for the three months ended March 31, 2016 and 2015 was $382 and $2, respectively.

~~Warrants~~NOTE 8 – RELATED PARTY TRANSACTIONS

During the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, ~~the~~there ~~Company~~were ~~issued~~no arelated ~~total~~party oftransactions ~~2,390,000~~other ~~common~~than ~~stock~~recognition ~~purchase~~of ~~warrants~~accrued ~~that were issued~~interest ason ~~part~~notes ofpayable ~~Units~~outstanding ~~sold~~with torelated ~~investors as part of the offering discussed above~~parties.

As of March 31, 2016, the Company owed the Company’s CEO and Executive Chairman and a Company Director $286 and $625, respectively, inclusive of interest, for outstanding notes issued on November 10, 2015. See Note 9 for further details.

During the three months ended March 31, 2015, related party transactions consisting of contributed services from our directors, CEO and Interim CFO were valued, in aggregate, at $122. This was recorded in the Statement of Operations and Additional Paid in Capital on the Balance Sheet. Additionally, on March 1, 2015, Mark Osterberg, the Company’s President and COO, was issued 50,000 shares of the Company’s common stock and 250,000 stock options as a one-time signing bonus as part of his employment agreement. The value of the common stock shares was estimated at $1.20 per share. The details of the options are outlined in Note 11.

As of March 31, 2015, the Company owed the Company’s CEO and Executive Chairman, a total of $267 for amounts advanced to the Company. For the three months ended March 31, 2015, the Company recorded $8 in interest expense related to this loan.

F-8

~~The~~NOTE ~~following~~9 is– ~~a summary of the status of all of the Company’s stock warrants as of September 30, 2015 and changes during the nine months ended on that date:~~DEBT

	Number		Weighted
	of Stock		Average
	Warrants		Exercise Price
Oustanding at January 1, 2015		0	$	-
Granted		2,390,000	$	1.00
Exercised		0	$	-
Cancelled		0	$	-
Outstanding at September 30, 2015		2,390,000	$	1.00
Warrants exercisable at September 30, 2015		2,390,000	$	1.00

Stipulated Agreement Liability – Related Party

~~NOTE~~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 ~~LEGAL~~or ~~PROCEEDINGS~~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. At March 31, 2016 and December 31, 2015, the remaining liability of $79 is recorded as Stipulated Agreement Liability in the accompanying unaudited condensed consolidated financial statements.

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

WeOn ~~are~~November ~~evaluating~~2, ~~what~~2015, ~~future~~the ~~legal~~Company ~~proceedings~~issued wean ~~may~~$850 ~~pursue~~promissory innote ~~order~~bearing tointerest ~~collect~~at ~~money~~8% ~~damages~~per annum as part of ~~approximately~~the ~~$23,494,700~~Balmat ~~awarded~~Acquisition to(see usNote ~~pursuant~~3), toof ~~the~~which ~~judgment.~~$750 ~~Our~~was ~~ability~~payable towithin ~~collect~~ten ~~any~~days ~~further~~of ~~amounts~~issuance onwith the ~~judgment~~remaining ~~is,~~$100 ~~however,~~to ~~inherently~~be ~~unpredictable and~~paid isno ~~subject~~later tothan ~~significant uncertainties and~~November 2, ~~therefore~~2016, ~~determining~~or ~~the~~such ~~likelihood~~earlier ofdate aas ~~recovery and/or~~ the ~~measurement~~Company ~~of any~~has ~~recovery~~completed isa ~~complex.~~transaction ~~Consequently,~~resulting wein ~~are~~cash ~~unable~~proceeds ~~to estimate the range~~ of ~~reasonably~~at ~~possible~~least ~~further recovery~~$6,000. ~~Our~~As ~~assessment~~of isMarch ~~based~~31, on2016, anthe ~~estimate~~Company ~~and~~had ~~assumption~~paid ~~that~~$250 ~~has~~of ~~been~~this ~~deemed~~promissory ~~reasonable~~note byand ~~management,~~had ~~but~~recorded ~~the~~$24 ~~assessment~~of ~~process~~accrued ~~relies~~interest ~~heavily on~~associated anwith ~~estimate~~this note ~~and~~($13 ~~assumption~~during ~~that~~the ~~may~~three ~~prove~~months toended beMarch ~~incomplete or inaccurate~~31, ~~and~~2016). ~~unanticipated~~There ~~events~~were ~~and~~no ~~circumstances~~issuance ~~may~~costs ~~occur that~~incurred ~~might~~related ~~cause us~~ to ~~change~~this ~~that estimate and assumption~~note.

~~Other~~On ~~than~~November as2, ~~set~~2015, ~~forth~~the ~~above,~~Company weissued ~~are~~a ~~not~~$540 ~~presently~~promissory anote ~~party~~bearing interest at 8% per annum for payment of legal fees relating to ~~any~~the ~~material~~Balmat ~~litigation,~~Acquisition. ~~nor~~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 ~~knowledge~~15th day of ~~management~~the iseleventh ~~any~~month. ~~litigation~~As of March 31, 2016, the Company had paid $250 of this loan ~~threatened~~and ~~against~~had usrecorded $14 of accrued interest associated with this note ($8 during the three months ended March 31, ~~that~~2016). ~~may~~There ~~materially~~were no ~~affect~~issuance uscosts incurred related to this note.

~~NOTE~~On 12March –15, ~~SUBSEQUENT~~2016, ~~EVENTS~~the Company issued a $500 promissory note bearing interest at 2.3% per annum to the Development Authority of the North Country, a New York public benefit trust (“DANC”). The maturity date of the note is April 1, 2017, and the Company is obligated to pay interest-only payments on a monthly basis beginning April 1, 2016. Pursuant to the terms of the note, SLZ granted a security interest in certain of its machinery and equipment as well as mining rights to DANC. In addition, unconditional guarantees were provided by Balmat, Northern Zinc and Star Mountain. Net proceeds received after fees were $490.

~~Effective~~Notes ~~November~~Payable 2,– ~~2015~~Related (the “closing”) we acquired a 100% interest in Northern Zinc, LLC, a Nevada limited liability company (“Northern Zinc”) pursuant to an October 13, 2015 purchase agreement we entered into among us, 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. On the closing Northern Zinc acquired 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 certain mining and processing equipment (the “Balmat Mine”) pursuant to an October 13, 2015 purchase agreement we entered into among us, 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.Party

~~Northern~~On ~~Zinc~~November ~~Purchase~~10, ~~Agreement~~2015, the Company sold a total of 87.5 units to the Company’s CEO and Executive Chairman and a Company Director in a private offering. Each unit consisted of:

~~Pursuant to the terms of the Northern Zinc Purchase Agreement, we agreed to issue 10,000,000 shares of our unregistered common stock~~ (~~the “Northern Zinc Acquisition Shares”~~i) toone ~~Aviano~~convertible and assume $1,390,000 in debts of Northern Zinc (the “Assumed Northern Zinc Debt”) in exchange for 100% of Northern Zinc’s membership interests owned by Aviano (the “Northern Zinc Acquisition”). As part of the assumed debts, we issued a promissory note in the principal amount of $~~540,000~~10 toper ~~Fognani &~~unit ~~Faught,~~that ~~PLLC~~bears ~~with~~simple interest at the rate of 810% per annum. ~~The~~and ~~Company~~is ~~agreed~~payable toby ~~make principal payments in~~ the ~~amount~~Company ~~of $50,000.00~~ on ~~each~~a ~~consecutive~~lump ~~month~~sum ~~commencing~~basis onwith ~~November~~respect ~~15,~~to ~~2015~~principal ~~for~~and ainterest ~~total~~on ofor 10before ~~months~~October ~~for~~31, ~~an aggregate of $500~~2016,~~000.00~~ ~~plus~~unless aearlier ~~final principal~~repaid ~~payment~~at ~~of $40,000.00 on~~ the ~~15th~~sole ~~day~~option of the ~~month~~Company ~~following~~or ~~the~~converted ~~last~~into ~~date~~common onstock ~~which~~at ~~the~~a ~~last~~conversion ofprice ~~such payments~~ of $~~50,000 is made~~1.00 ~~The~~per ~~Company~~share; ~~will~~(ii) ~~pay~~5,000 ~~all~~shares ~~accrued~~of ~~interest on this Note along with~~ the ~~final~~Company’s ~~payment~~common ofstock; ~~principal. In addition~~ and ~~as part~~(iii) ~~of the Assumed Northern Zinc Debt, the Company issued~~ a ~~promissory~~warrant ~~note in the principal amount of $850,00~~ to ~~Aviano~~purchase ~~payable $750~~5,000 ~~within~~shares ~~7 calendar days~~ of the ~~closing~~Company’s ~~and~~common ~~$100,000~~stock noat ~~later than November~~ $2,.00 ~~2016,~~per orshare ~~such~~for ~~earlier date as the Company has completed~~ a ~~transaction~~period ~~resulting in cash proceeds to the Company~~ of atthree ~~least~~years ~~$6,000,000~~from ~~(in~~ the ~~form~~date of ~~sale of the Company’s debt or equity) following the closing~~issuance.

The aggregate total of all notes issued in connection with this offering was $875. In addition, 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 these 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 $2.00, a three-year term, volatility of 70%, a risk-free rate of 0.75% and no assumed dividends.

F-9

~~Pursuant~~Based toon the ~~terms~~relative offair ~~the Northern Zinc Purchase Agreement~~values, weinitial ~~entered~~note ~~into~~principal aand ~~corporate~~note ~~development~~discount ~~consulting agreement with David Linsley, a principal~~ of ~~Northern~~$875 ~~Zinc.~~and ~~In addition~~$126, ~~we agreed to appoint Wayne Rich as our Chief Financial Officer no later than November 13~~respectively, ~~2015~~were ~~and~~recorded. ~~appoint~~During ~~two members to our board of directors designated by Aviano for a period of~~ the three ~~years~~months ~~after~~ended ~~the closing.~~March ~~Further~~31, ~~Francis McAllister~~2016, ~~Guy~~the ~~LeBel~~Company ~~and~~recorded ~~Peter~~$32 ~~Bojtos~~in ~~will~~accretion ~~be offered positions on an advisory board to our company for a period~~ of ~~at least three years after~~ the ~~closing.~~note ~~Members~~discount ofand ~~the~~$22 ~~board~~ of ~~directors~~accrued ~~and~~interest ~~advisory board members will be entitled~~associated towith ~~receive~~these ~~industry~~related ~~standard~~party ~~monetary~~notes. ~~compensation~~The ~~(including~~effective ~~shares~~interest orrate ~~share options), taking into account our cash flows and results~~ of ~~operations~~the ~~and,~~notes asis ~~from time to time are approved by our Board of Directors~~24.5%.

~~Balmat~~ Purchase Price ~~Agreement~~Obligation – Balmat Acquisition

~~At the~~As ~~closing~~is wedescribed ~~acquired~~in ~~100%~~detail in ofNote 3, the ~~issued~~Company ~~and~~has ~~outstanding~~the ~~common~~right ~~stock~~to ofsatisfy ~~Balmat from Hudbay (~~the ~~“Balmat~~remaining ~~Acquisition”) for~~amount aowed ~~purchase~~to ~~price~~Hudbay ofrelated ~~$17,000,000~~to ~~in cash (~~the “Balmat ~~Cash~~Acquisition ~~Amount”)~~in one ~~and issued 550,000 shares~~ of ~~our~~two ~~unregistered common~~remaining ~~stock~~ways (the ~~“Balmat~~purchase ~~Acquisition~~price ~~Shares”~~obligation). ~~The Balmat Cash Amount is payable in any of the following ways~~where:

~~Option 1.~~● ~~Under~~the estimated fair value of this ~~option,~~purchase price obligation of $113,~~500,000~~361 was ~~paid~~determined atusing ~~closing~~a ~~and~~discounted cash flow model, with future cash flows estimated based upon probability-weighted scenarios of payments under the ~~balance~~remaining two repayment options; ● the current portion of this purchase price obligation of $~~15,~~500~~,000~~ (reflects the ~~“Deferred~~Company’s plan to resume production at the Balmat ~~Cash~~Mine ~~Amount”)~~ 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 ~~as follows:~~.

●Notwithstanding the ~~$500~~above,~~000~~ ~~upon~~if ~~completion~~any portion of the ~~first~~purchase ~~shipment~~price ofobligation ~~ore~~has ~~concentrate~~not ~~from~~been ~~the~~paid ~~Balmat~~within ~~Mine;~~48 ●months ~~$5,000,000~~of on the 12closing ~~month~~date ~~anniversary~~(or ~~shipment~~54 months of ~~ore concentrate from~~ the ~~Balmat~~closing ~~Mine;~~date ~~and~~if ●we ~~$2,500,000~~have onnot ~~each~~elected one of the ~~following~~options) ~~dates~~then ~~from~~ the ~~first~~entire ~~shipment~~unpaid ofbalance ~~ore~~is ~~concentrate~~immediately ~~from~~due ~~the~~and ~~Balmat~~payable ~~Mine:~~to Hudbay ~~18th~~no ~~month,~~later ~~24th~~than ~~month~~November 2, ~~30th~~2019 ~~month~~or ~~and~~May ~~the~~2, ~~36th~~2020, ~~month~~respectively.

~~Option 2.~~NOTE At10 ~~Northern~~– ~~Zinc’s~~ASSET ~~election~~RETIREMENT ~~to be confirmed by notice to Hudbay within three months after the closing (the “Option~~OBLIGATION 2 Purchase Price Election Date”), the purchase price will be reduced to $9,000,000 (the “Option 2 Purchase Price”) payable $1,500,000 in cash upon closing, which amount has been paid, issuance of the Balmat Acquisition Shares valued at $500,000 and the balance of $7,000,000 within three days after the Option 2 Purchase Price Election Date.

InChanges ~~addition to the payment of the Option 2 Purchase Price, Northern Zinc would assume all environmental liabilities~~ in ~~respect~~our ~~of the~~asset ~~Balmat~~retirement ~~Mine;~~obligation ~~and~~are ~~all~~summarized 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 ~~Hudbay~~following ~~Purchase Agreement.~~table:

Option 3. At Northern Zinc’s election to be confirmed by notice to Hudbay within 30 days before the 12 month anniversary of the first shipment of ore concentrate from the Balmat Mine, the purchase price will be reduced to $16,500,000 (the “Option 3 Purchase Price”) payable $1,500,000 in cash upon closing, which amount has been paid, issuance of the Balmat Acquisition Shares valued at $500,000 and the balance of $14,500,000 paid as follows:

Balance, December 31, 2015	$	17,906
Accretion expense		206
Releases		-
Revisions to cost estimates		(206)
Balance, March 31, 2016	$	17,906

●	$400,000 upon completion of the first shipment of ore concentrate from the Balmat Mine; and
●	$4,700,000 on each of the following dates from the first shipment of ore concentrate from the Balmat Mine: 12th month, 18th month and 24th month.

The Company recognized $206 in accretion expense during the three months ended March 31, 2016. An adjustment to the estimated timing of future cash outflows associated with the Company’s planned reclamation activities resulted in a $206 downward adjustment to the estimated fair value of the Company’s liability as of March 31, 2016.

~~The~~NOTE ~~number~~11 of– ~~Balmat~~COMMITMENTS ~~Acquisition~~AND Shares will be adjusted in the event the average volume weighted price of our common stock is less than $1.00 per share over the 20 trading days following the date we complete an offering of our securities.CONTINGENCIES

~~Unit~~Royalty ~~Offering~~Payments

AsOn ofa ~~October~~portion ~~30,~~of ~~2015~~ the ~~Company~~Balmat ~~completed~~Mine’s ~~the~~mineral ~~sale of 3~~leases,~~130,000~~ ~~units (~~the ~~“Units”)~~Company tois ~~nine~~subject ~~accredited~~to ~~investors~~royalty ~~at $0.50~~payments ~~per~~of ~~Unit~~up ~~for~~to an4% ~~aggregate purchase price~~ of ~~$1,565,000~~the ~~Each~~net ~~Unit~~smelter return ison ~~comprised~~ores ofmined ~~the~~from ~~following:~~these properties.

~~(a)~~Potential Environmental One share of the Company’s Series C Preferred Stock as provided for in the form of Designations, Rights and Preferences of Series C Preferred Stock described below and included as Exhibit A to the Subscription Agreement , (b) One share of the Company’s common stock, (c) One Series A common stock purchase 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 from the issuance date thereof as provided for in the Series A Warrant, and (d) One Series B common stock purchase 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 from the issuance date thereof as provided for in the Form of Series B WarrantContingency

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 and no amounts related to this award have been included in our financial statements. 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.

F-10

~~Two~~Other ofthan ~~the~~as ~~investors~~set inforth ~~this offering included Joseph Marchal~~above, ~~our~~we ~~Chief~~are ~~Executive~~not ~~Officer~~presently ~~and~~ a ~~Director~~party ~~and Edward Brogan, a Director of the Company. Furthermore, subscribers of the Units will be entitled~~ to ~~Piggy-Back~~any ~~Registration~~material ~~Rights~~litigation ~~which~~nor ~~obligate the Company~~ to ~~registered~~ the ~~shares~~knowledge of ~~common~~management ~~stock~~is ~~issuable~~any ~~upon conversion of the debt and exercise of the warrants in the event the Company~~litigation ~~proposes~~threatened toagainst ~~file~~us ~~any~~that ~~Registration~~may ~~Statement~~have ~~under the Securities Act of 1933, as amended (the “1933 Act”) (~~a ~~“Registration Statement”)~~material ~~with~~adverse ~~respect~~effect toon ~~any~~our ~~offering~~consolidated offinancial ~~equity securities~~position, orresults ~~securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders~~ of ~~the~~operations ~~Company for their account (~~or ~~by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee~~ ~~stock~~cash ~~option or other benefit plan, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition~~flows.

OnNOTE ~~October~~12 ~~26,~~– 2015, the Company borrowed $875,000 from our Chief Executive Officer and a Director and on November 10, 2015 the Company issued to each of them a convertible promissory note due and payable on or before October 31, 2015 at an interest rate of 10% per annum. The principal and accrued interest due on the notes are convertible into shares of the Company’s common stock at a price of $1.00 per share. In addition, we agreed to issue the holders of notes for each $10,000 in principal amount lent, 5,000 shares of our common stock and warrants to purchase 5,000 shares of our common stock at an exercise price of $2.00 per share for a period of three years after the date of issuance.EQUITY

OnCommon November 10, 2015, in exchange for $875,000 as provided for in the Company’s standard form subscription agreements, the Company issued to one of the Company’s officers and a director an aggregate of 87.5 units of the Company’s securities (the “Units”). Each Unit is comprised of: (i) one Convertible Note in the principal amount of $10,000 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.Stock

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

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

Stock Options

The Company did not issue any stock option awards during the three months ended March 31, 2016.

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 and 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 option grant using the Black Scholes option pricing model based on 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 and assuming a maturity of 2.7 years, a 0.896% risk free rate and a 88.83% volatility.

The compensation expense recognized in our unaudited condensed consolidated financial statements for the three-months ended March 31, 2016 and 2015 for stock option awards was nil and $85, respectively. As of March 31, 2016, there was no unrecognized compensation cost related to unvested stock options as all outstanding options were fully vested.

The following table summarizes our stock option activity for each of the three-month periods ended March 31, 2016 and 2015:

.	2016				2015
	Number of Stock Options		Weighted Average Exercise Price		Number of Stock Options		Weighted Average Exercise Price
Outstanding, beginning of period		250,000	$	0.50		-	$	-

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

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

Exercisable, end of period		250,000	$	0.50		100,000	$	0.50

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

F-11

Warrants

No warrants were issued during the three months ended March 31, 2016 or 2015.

The Company’s outstanding warrants, each exercisable for one of the Company’s common shares, were issued 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

The following table summarizes our warrant activity for the three months ended March 31, 2016 and 2015:

	For the three months ended March 31, 2016				For the three months ended March 31, 2015
	Number of Warrants		Weighted -Average Exercise Price (USD$)		Number of Warrants		Weighted -Average Exercise Price (USD$)
Outstanding, beginning of period		9,197,500	$	1.13		-	$	-

Granted		-		-		-		-
Exrcised		-		-		-		-
Expired		-		-		-		-

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

NOTE 13 – SUBSEQUENT EVENTS

On April 15, 2016, we failed to pay the required $50 monthly installment due under the terms of the promissory note issued for legal services (with an original principal of $540). On April 18, 2016, following the expiration of the 3-day grace period for making payment, we became in default on that promissory note. In an event of a default under this note, the note holder may, at its option, (i) declare the entire unpaid principal balance together with accrued and unpaid interest immediately due and payable; and (ii) pursue other legal remedies.

●

Approve an amendment and restatement of our articles of incorporation (the “Restated Articles”) to:

	●	Increase the number of shares of common stock from 350,000,000 to 400,000,000;

	●	Create two new classes of common stock, namely 10,000,000 shares of Class A Common Stock (voting common stock with 10 votes per share) and 40,000,000 shares of Class B Common Stock (non-voting common stock) (“New Classes of Common Stock”);

	●	An amendment to grant the Board of Directors the right to fix the number of our directors to be elected in the manner provided in the bylaws;

F-12

	●	An amendment to grant the power to the Board of Directors to adopt, amend or repeal our bylaws;

	●	An amendment to our current articles of incorporation to include a limitation of liability;

	●	An amendment to our current articles of incorporation to include indemnification provisions; and

	●	Adoption of the Restated Articles, which makes no material changes to our existing Articles of Incorporation and the Certificates of Designation of Series B and C Preferred Stock, other than incorporating the amendments described in the proposals noted above.

●

Approve adoption of the restated bylaws (the “Restated Bylaws”) to:

	●	Reduce the number of stockholder votes required to call a special meeting of the stockholders from 25% to 15%;

	●	Reduce the number of stockholder votes required to constitute a quorum for voting at stockholder meetings from a majority to one-third;

	●	Permit the number of our directors to be fixed from time to time by the Board;

	●	Permit amendment to the bylaws by a majority vote of stockholders or the Board and eliminating the requirement that a vote of two-thirds of our outstanding shares entitled to vote must approve such action;

	●	Require certain legal proceedings involving our company, or its officers, directors or employees be brought in a state or federal court located within the state of Nevada;

	●	Permit the prevailing party in any action brought against us to recover their attorney’s fees; and

	●	Adoption of the Restated Bylaws, which makes no material changes to our existing Bylaws, other than incorporating the amendments described in the proposals noted above and matters permitted under Nevada Revised Statutes.

The information statement was first mailed to the Company’s stockholders on May 2, 2016. In accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended, the actions described above will become effective no sooner than 20 days after the information statement was mailed to the Company’s stockholders. We expect that the actions will be effective on or about May 22, 2016.

F-13

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

~~THE~~The following management’s ~~COMPANY~~discussion and analysis of the consolidated financial results and condition of Star Mountain Resources, Inc. (collectively, “we,” “us,” “our,” “Star Mountain” or the “Company”) for the three-month period ended March 31, 2016, should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included herewith and the audited consolidated financial statements of Star Mountain for the year ended December 31, 2015, and the related notes thereto filed with our Annual Report on Form 10-K, which have been prepared in accordance with U.S. GAAP. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth elsewhere in this report. See “Forward-Looking Statements.”

~~Overview~~All amounts are expressed in thousands of U.S. dollars, except per share and common share amounts, unless otherwise noted.

We are a minerals exploration company focused on acquiring and consolidating mining claims, mineral leases, producing mines, and historic mines with production and future growth potential identified through our exploration efforts. Following our acquisition of Northern Zinc and Balmat Holding discussed below, our operations are focused on the initiation, production and expansion of our acquired mineral resources at the Balmat zinc mine in St. Lawrence County, New York and turning them into producing assets.INTRODUCTION

~~With~~Our ~~respect~~primary tofocus ~~our~~is ~~current~~currently ~~projects~~on ~~discussed~~the ~~below,~~re-start ~~inferred~~of ~~reserve~~mining ~~calculations~~operations ~~have~~at ~~not~~our ~~established~~Balmat ~~proven~~Mine orin ~~probable~~upstate ~~reserves~~New York, as ~~defined~~which byincludes raising the ~~SEC~~capital ~~under~~needed ~~Industry~~to ~~Guide~~fund 7,these ~~through the completion of pre~~re-~~feasibility~~start oractivities. ~~feasibility~~If ~~studies~~successful ~~for~~in our ~~mineral rights. Furthermore~~efforts, atthis ~~the~~re-start ~~present~~will ~~time,~~transition weus ~~have~~from ~~not established~~ a ~~program~~junior exploration ofcompany ~~further~~with ~~exploration~~no ~~and~~revenues ~~engineering~~ to ~~establish proven~~a orproducing ~~probable~~mining ~~reserves~~company ~~for~~capable ~~any~~ of ~~our~~generating ~~mineral~~a ~~rights,~~consistent ~~and,~~stream asof ~~such,~~revenues ~~investors are cautioned that inferred reserve calculations~~through ~~may~~the ~~not~~production ~~be indicative~~ of ana ~~economically~~salable ~~recoverable~~zinc ~~resource.~~concentrate ~~We cannot assure shareholders that proven or probable reserves will ever be proven to exist in any of our project areas~~material.

~~Projects~~OVERVIEW AND OUTLOOK

~~Balmat~~We ~~Mine.~~currently ~~Effective~~have ~~November~~limited 2,cash ~~2015~~resources weon ~~acquired~~hand and a ~~100%~~cash ~~interest~~burn inrate ~~Northern~~that ~~Zinc~~ranges ~~and~~from ~~Northern~~approximately ~~Zinc~~$200 ~~acquired~~to ~~100%~~$300 ofper ~~the~~month. ~~issued~~Unless ~~and~~we ~~outstanding~~are ~~common~~able ~~stock~~to ofsecure ~~Balmat~~additional ~~and~~funds ~~its~~shortly, ~~wholly~~we ~~owned~~may ~~subsidiary,~~not ~~St.~~be ~~Lawrence~~able ~~Zinc~~to ~~Company,~~meet ~~the~~some ~~owner~~or all of ~~the~~our ~~mining~~obligations. ~~property known~~As asa ~~the~~result, ~~Balmat~~capital raising ~~Zinc~~has ~~Mine~~been and ~~certain~~continues ~~mining~~to ~~and~~be ~~processing~~our ~~equipment~~number ~~(the~~one ~~“Balmat~~priority ~~Mine”)~~and ~~pursuant~~will toremain anour ~~October 13,~~top ~~2015~~priority ~~purchase~~until ~~agreement~~ we ~~entered~~have ~~into~~successfully ~~among us, Northern Zinc, Hudbay Minerals, Inc. (“Hudbay”), Balmat and~~raised ~~SLZ (~~the ~~“Balmat~~capital ~~Purchase~~to ~~Agreement”).~~meet ~~Balmat,~~our ~~SLZ~~projected ~~and~~cash ~~Hudbay~~needs; ~~are~~including ~~unrelated~~our ~~third~~working ~~parties.~~capital ~~The~~needs ~~Balmat~~as ~~mine~~well isas ~~located in~~ the ~~Balmat~~capital ~~mining~~needed ~~district~~for the re-start of ~~St.~~operations ~~Lawrence~~at ~~County,~~the ~~New~~Balmat ~~York~~Mine.

~~The~~As ~~total~~part ~~acquisition~~of ~~price~~our ~~paid~~capital toraising ~~Hudbay~~efforts, ~~for~~we ~~Balmat~~have ~~will~~had bediscussions ~~550,000~~with ~~shares~~a number of ~~our~~possible ~~common~~financing ~~stock,~~sources ~~and~~about upvarious toforms ~~$17 million in cash consisting~~ of financing ~~$1.5~~including, ~~million~~but innot ~~cash~~limited atto ~~closing~~(i) ~~and~~equity ~~future~~investment; ~~cash~~(ii) ~~payments~~term ofdebt; up(iii) tojoint ~~$15.5~~venture ~~million.~~arrangements; ~~Under~~(iv) ~~certain~~off-take agreements; ~~conditions,~~(v) ~~Star~~sales ~~Mountain~~of ~~can accelerate~~a ~~the~~royalty ~~acquisition~~interest ~~payments~~ and ~~reduce~~(vi) ~~the~~streaming ~~future cash payments to $7,000,000~~deals. ~~In addition~~Notwithstanding, wethe ~~issued~~market to ~~the~~finance ~~owner~~mining ofrelated transactions ~~Northern~~such ~~Zinc~~as ~~10.0~~ours ~~million~~has ~~shares~~been ~~of our unregistered common stock~~ and ~~assumed~~continues ~~$1.39~~to ~~million~~be invery ~~debts~~challenging asand ~~part~~because of ~~the~~this ~~overall~~we ~~acquisition of~~cannot ~~Balmat.~~assure ~~See~~you ~~Note~~that 12we -will ~~Subsequent~~be ~~Events~~successful in toour ~~the~~efforts ~~footnotes~~ to ~~our~~secure ~~financial~~the ~~statements~~needed ~~included elsewhere in this Report~~funds.

~~Hudbay~~If ~~has~~our ~~held~~capital ~~the~~raising ~~Balmat~~efforts ~~mine~~are onsuccessful, ~~care~~our ~~and~~plan ~~maintenance~~is ~~since~~to ~~suspension~~return ofthe ~~operations~~Balmat inMine ~~August~~to ofproduction ~~2008~~following ~~due~~a six to ~~low~~nine ~~commodity prices~~month ~~and~~re-commissioning ~~changing~~period ~~business~~during ~~priorities.~~which ~~The~~time ~~care~~it ~~and~~is ~~maintenance~~estimated ~~workforce~~that atwe ~~the~~will ~~mine~~need ~~have~~to ~~kept~~invest ~~mining~~approximately ~~permits current~~$14,700 ~~MSHA~~refurbishing ~~inspections~~and upgrading ~~up-to-date,~~the Balmat Mine’s facilities and ~~environmental~~equipment ~~controls~~and hiring and ~~conditions~~training inthe ~~regulatory~~required ~~compliance~~work force. ~~The~~Following ~~Balmat~~this ~~mining~~re-commissioning phase, ~~complex~~the ~~includes~~Balmat aMine ~~permitted and~~would ~~equipped~~transition ~~mine,~~to a ~~5,000~~production ~~ton~~start-up ~~per~~mode ~~day~~producing ~~floatation~~an ~~mill,~~estimated an300 ~~office~~to ~~complex~~500 ~~and~~tons ~~infrastructure~~of toore ~~enable~~per day during the ~~operation~~initial oframp-up period before ultimately reaching the ~~mine. The~~planned, ~~acquisition~~near-term, full production run rate of ~~Balmat~~1,000 ~~includes~~to 21,~~699-acres~~200 tons of ~~fee~~ore ~~simple~~per ~~real~~day; ~~estate~~or ~~and~~roughly ~~over~~360,000 50to 430,000 ~~acres~~tons ofper ~~mineral~~year. ~~rights~~At ~~within~~full ~~St.~~production, ~~Lawrence and~~the ~~neighboring~~Balmat ~~Franklin~~Mine ~~counties~~is inexpected ~~New~~to ~~York~~employ a work force of over 100 employees.

WeTo ~~believe~~the ~~there~~extent isthat anwe ~~excellent~~are ~~opportunity~~able to ~~upgrade~~secure ~~and~~some ~~extend~~but not the ~~Balmat~~full ~~Mine~~amount ~~mineralization~~of ~~through~~capital ~~additional~~required ~~surface~~for ~~and underground~~the ~~development~~Balmat ~~and~~Mine’s ~~exploration.~~re-start, ~~Our~~we would ~~reopening~~still plan ~~for the mine is expected~~ to ~~bring~~return athe ~~significant~~Balmat ~~number~~Mine ~~of jobs~~ to an ~~economically~~production ~~distressed~~but ~~area~~on ofa ~~northern~~scaled ~~New York State and jumpstart our growth into an outstanding new mining company~~basis.

~~Other~~RESULTS ~~Projects.~~OF ~~We are still considering the feasibility of pursuing for further exploration and development our mining rights at the following projects:~~OPERATIONS

~~Star~~Three ~~Mountain/Chopar~~Months ~~(Star~~Ended ~~Mining~~March ~~District) - The Star Mountain/Chopar project consists of 116 lode-mining claims and four metalliferous mineral leases located in the Star Mountain range in the Star Mining District~~31, in2016 ~~Beaver~~Compared ~~County,~~to ~~Utah,~~Three ~~approximately~~Months ~~five~~Ended ~~miles west~~March ~~of Milford~~31, ~~Utah. The Star Mountain/Chopar project involves a total area of 3,730 acres.~~2015

Ogden Bay Minerals - Ogden Bay Minerals is a mineral excavation project on federal protected wetlands, canals and river systems across 25 square miles of land area known as North Delta, located in West Ogden, Utah. 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.Summary

Our consolidated net loss for the three months ended March 31, 2016, was $2,775, or $0.07 per share, compared with our consolidated net loss of $441, or $0.03 per share, for the same period in 2015. For the three months ended March 31, 2016, the increase in our consolidated net loss was primarily due to (i) an increase in mine maintenance costs of $541, (ii) an increase in depreciation and amortization of $380, (iii) an increase in general and administrative expenses of $443, (iv) an increase in accretion expense of $206, and (v) an unrealized loss of $725.

Revenue

Revenues for the three months ended March 31, 2016 and 2015 were zero as we had no properties in production during either period.

Mine Maintenance

Mine maintenance costs for the three months ended March 31, 2016 and 2015 were $541 and zero, respectively. The costs incurred during the 2016 period related to the Balmat Mine the Company purchased in November 2015. No such costs were incurred during the same period of 2015.

Depreciation and Amortization

Depreciation and amortization for the three months ended March 31, 2016 and 2015 was $382 and $2, respectively. The increase during the 2016 period was due to the increase in depreciable property, plant and equipment at the Balmat Mine acquired in November 2015.

~~Products~~Accretion Expense

~~The~~ ~~Balmat~~Accretion ~~mine~~expense isfor ~~equipped~~the tothree ~~produce~~months ~~zinc~~ended ~~concentrate~~March ~~which~~31, 2016 isand ~~estimated~~2015 towas ~~take~~$206 6and tozero, 9respectively. ~~months~~The toexpense ~~complete,~~incurred ~~subject~~during the 2016 period related to ~~completion~~the asset retirement obligation assumed as part of ~~additional~~the ~~financing~~Balmat Mine acquisition in November 2015. No such expense was incurred during the same period of 2015.

~~Results~~General ~~of Operations for the three~~ and ~~nine months ended September 30, 2015 and September 30, 2014~~Administrative

General and administrative expenses for the three months ended March 31, 2016 and 2015 were $676 and $233, respectively. The increase ~~following~~during ~~discussion~~the ~~should~~2016 beperiod ~~read~~was caused primarily by increased employee costs as the Company completed the acquisition of the Balmat Mine in ~~conjunction~~November ~~with~~2015. ~~our~~With ~~financial~~the ~~statements~~closing of the acquisition, the Company employed an additional seven full-time employees from the Balmat Mine as well as increased the number of employees and consultants at the ~~related~~corporate ~~notes~~offices. ~~that~~Accounting ~~appear~~and ~~elsewhere~~legal infees ~~this~~associated ~~Quarterly~~with ~~Report~~a more complex entity and operating structure also contributed to increased fees incurred when comparing the 2015 and 2016 periods.

~~Revenue.~~Interest ~~No revenue was generated for the three and nine months ended September 30, 2015 and September 30, 2014.~~Expense

~~Cost~~Total ofinterest ~~revenue~~expense for the three months ended March 31, 2016 and 2015 was $78 and $9, respectively. The ~~cost~~increase ofin ~~revenue~~interest ~~for~~expense is due to the ~~three~~increase ~~and~~in ~~nine~~outstanding ~~months~~debt ~~ended~~as ~~September~~the ~~30,~~Company issued several notes in late 2015 ~~and~~to ~~September~~help ~~30,~~finance ~~2014~~the ~~was~~acquisition ~~zero~~of the Balmat Mine.

~~Operating~~Unrealized Expenses. Operating expenses were $1,743,853 and $199,185 for the three months ended September 30, 2015 and September 30, 2014, respectively and $3,941,912 and $931,040 for the nine months ended September 30, 2015 and September 30, 2014, respectively. The increases in operating expenses were primarily due to increases in executive compensation and consulting costs as a result of employing a president and issuing common stock for executive compensation and general and administrative costs.Loss

~~Operating Loss.~~ The ~~operating~~Company ~~loss~~recognized an ~~was~~unrealized ~~$1,743,853~~loss ~~and~~of $~~199,185~~725 for the three months ended ~~September~~March 3031, ~~2015~~2016. ~~and~~This ~~September~~amount ~~30,~~consists ~~2014, respectively~~of ~~and~~an ~~$3,941,912~~unrealized ~~and~~net loss of $931,~~040~~ representing ~~for~~the change in fair value of the ~~nine~~Company’s ~~months~~outstanding ~~ended~~purchase ~~September~~price ~~30,~~obligation ~~2015~~associated ~~and~~with ~~September~~the 30Balmat acquisition, ~~2014~~partially offset by an unrealized gain of $206, ~~respectively.~~representing ~~The increases~~the change in ~~operating~~estimated ~~loss~~fair ~~were~~value ~~due~~of ~~increases~~the Company’s asset retirement obligation. No such changes in ~~operating~~fair ~~expenses~~value ~~discussed~~occurred ~~above~~during the comparative period in 2015.

~~Interest~~FINANCIAL ~~Expense. Interest expense~~POSITION, ~~including~~LIQUIDITY ~~interest~~AND ~~expense–related~~CAPITAL parties, was $8,500 and $210,346 for the three months ended September 30, 2015 and September 30, 2014, respectively and $26,985 and $584,380 for the nine months ended September 30, 2015 and September 30, 2014, respectively. The decreases were related to reductions in interest on debt that was converted to equity by its holder.RESOURCES

~~Net~~Operating Loss. Our net loss before income taxes was $1,752,258 and $433,474 for the three months ended September 30, 2015 and September 30, 2014, respectively and $3,968,802 and $1,539,363 for the nine months ended September 30, 2015 and September 30, 2014, respectively. The increases were due to increases in operating expenses partially offset by a reduction in interest expense discussed above.Activities

Net cash used in operating activities was $966 for the three months ended March 31, 2016, compared with $69 for the same period in 2015. The increase in cash used is mostly the result of (a) mine maintenance activities during the 2016 period occurring as a result the Balmat Mine acquisition in November 2015, accounting for approximately $475 of the increase and (b) increased general and administrative expenditures of approximately $425 resulting from additional employee, consulting, legal and accounting resources as the Company experienced growth of operations with the purchase of the Balmat Mine.

Financing Activities

Net cash provided by financing activities was $51 for the three months ended March 31, 2016, compared to $59 for the same period in 2015. The net activity in the 2016 period included proceeds from the issuance of new debt for net proceeds of $490, offset by payments of $439. The net proceeds in 2015 related to issuances of common stock as well as proceeds from related party notes issued during the period.

Liquidity and Capital Resources

~~Liquidity~~At isMarch ~~the~~31, ~~ability~~2016, ofwe anhad ~~enterprise~~a toworking ~~generate~~capital ~~adequate~~deficit ~~amounts~~ of ~~cash~~$2,380 towhich ~~meet~~represented ~~its~~an ~~needs~~increase ~~for~~of ~~cash~~$1,262 ~~requirements.~~over ~~The~~our ~~Company~~December ~~had~~31, 2015 ~~cash~~working capital deficit of $~~991~~1,~~688~~118. ~~and~~This ~~$45,990~~increase aswas largely the result of ~~September~~(i) ~~30,~~decreased ~~2015~~cash and ~~December~~cash 31equivalents, ~~2014,~~accounting for ~~respectively.~~$922; ~~The~~(ii) an increase in ~~cash~~accounts ~~resulted~~payable ~~from the~~and ~~closing~~accrued expenses of a$320; ~~private~~and ~~placement~~(iii) onincreases ~~June~~in ~~30,~~notes ~~2015.~~payable Inand ~~addition~~associated interest ~~the~~payable, ~~Company~~accounting ~~had~~for approximately $~~500~~80,~~000~~ ~~being~~partially ~~held~~offset inby ~~escrow~~(iv) ~~for~~an ~~the~~increase ~~acquisition discussed~~ in ~~the~~our ~~Subsequent~~prepaid ~~Event~~expenses ~~Footnote~~of $63.

AtTo ~~September~~the 30extent that we are unable to raise the funds for Balmat Mine’s restart and have no production from the mine, ~~2015~~the ~~current~~$500 deferred ~~assets~~purchase ~~exceeded~~price ~~current~~obligation ~~liabilities~~to ~~creating~~Hudbay awould ~~positive~~not ~~working~~have ~~capital~~to be paid in 2016 as the timing of ~~$1,800,792.~~this Atpayment ~~December~~is tied to our first ~~31,~~shipments ~~2014,~~of ~~current~~zinc ~~liabilities~~concentrates ~~exceeded~~from ~~current~~the ~~assets~~mine ~~creating~~(subject to a ~~negative~~final ~~working~~“no ~~capital~~later ~~balance~~than” ofpayment ~~$569,095~~date as is more fully explained in Note 9 – Debt to the unaudited condensed consolidated financial statements).

~~Net~~Total ~~cash~~outstanding ~~used~~debt inas ~~operating~~of ~~activities~~March 31, 2016 was $~~551~~15,~~168~~673, ~~and~~of which $~~392~~2,~~365~~812 ~~for~~was estimated to come due within the ~~nine~~next twelve months. ~~ended~~These amounts ~~September~~are ~~30,~~primarily ~~2015~~made ~~and~~up ~~September~~of ~~30,~~obligations ~~2014~~associated with the Balmat acquisition. The remaining long-term debt of $12,861 was ~~respectively~~associated with our outstanding obligation to Hudbay for the Balmat Mine acquisition.

Net cash used in investing activities was $0 and $184,484 for the nine months ended September 30, 2015 and September 30, 2014, respectively.

Net cash provided from financing activities was $1,496,866 and $578,559 for the nine months ended September 30, 2015 and September 30, 2014, respectively. The Company had total assets at September 30, 2015 of $3,193,814.

Cash Requirements

We do not have sufficient liquidity to satisfy our cash requirements to complete the North American Base mineral mine discussed above and are currently seeking to raise additional equity and /or debt capital in order to complete this acquisition. In addition, 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.

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

~~Related~~We ~~Party~~do ~~Transactions~~not have sufficient funds to satisfy our cash needs during 2016 and, as a result, we will need to raise additional capital in order to service our debt, fund our on-going operation expenses and, to the extent the capital is available, fund the refurbishment activities necessary to return the Balmat Mine to production. As a result, there is substantial doubt as to whether our existing cash resources and working capital are sufficient to enable us to continue our operations for the next 12 months as a going concern.

At the periods ended September 30, 2015 and December 31, 2014, the Company owed to a related party $374,938 and $253,572, respectively. For the period ended September 30, 2014, the Company recorded $24,652 interest expense-related party for the debt. During the period ended September 30, 2015, as part of the Private Placement offering, a related party converted $141,000 of funds owed by the Company into units of the offering as discussed in Part II, Item 2 below.

During the period ended September 30, 2015, related parties were issued 3,700,000 shares of common stock for services rendered and to be rendered through the end of the fourth quarter of 2015. The shares were issued at a value of $1.10 per share.

Off-Balance Sheet Arrangements

~~There~~We ~~are~~have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls as of the end of the period covered by this report, ~~September~~March 3031, ~~2015~~2016. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Joseph Marchal, and our ~~Interim~~ Chief Financial Officer, ~~Donna~~Wayne ~~S. Moore~~Rich, the certifying officers. Based ~~upon~~on that evaluation, ~~our~~the CEO and the ~~Certifying~~CFO ~~Officers~~have concluded that as of the end of the period covered by this ~~report,~~Quarterly ~~September~~Report ~~30,~~on ~~2015~~Form 10-Q, our disclosure controls ~~and~~ and procedures ~~are~~were ~~ineffective~~effective in ~~timely~~ensuring ~~alerting~~that: ~~management~~(i) ~~to material~~ information ~~relating~~required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) information required to be ~~included~~ disclosed by us in ~~our~~the ~~periodic~~reports ~~filings~~that ~~with~~we file or submit under the ~~Securities~~Exchange Act is accumulated and ~~Exchange~~communicated ~~Commission~~to ~~(the~~our ~~“Commission”)~~management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

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

Based on the evaluation described above, our certifying officers have concluded that, as of September 30, 2015, our disclosure controls and procedures were not effective because we did not maintain effective controls over certain aspects of the financial reporting process because we lacked a sufficient complement of accounting personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and there was an inadequate segregation of duties.

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

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

Changes in Internal Controls Over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting identified in connection with the evaluation of our controls performed during the three months ended ~~September~~March 3031, ~~2015~~2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

~~Michael~~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.

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

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

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

ITEM 1A. RISK FACTORS.

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

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

~~On September 30, 2015, the Company issued 500,000 shares of its common stock to an unrelated party as good faith partial payment for the acquisition of the Balmat mine~~None. ~~The shares were valued at $1.10 per share.~~

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Pursuant to Section 1503(a) of the ~~recently enacted~~ Dodd-Frank Wall Street Reform and Consumer Protection Act, issuers that are operators, or that have a subsidiary that is an operator, of a ~~coal or other~~ mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. The Attable ~~this~~that ~~time~~follows reflects citations, weorders, ~~have~~violations noand ~~safety~~proposed ~~violations,~~assessments ~~orders,~~issued ~~citations,~~to ~~related~~the Company by MSHA during ~~assessments~~the orthree months ended March 31, 2016 for the Balmat Mine and mill and all legal actions, orpending ~~mining-related~~before ~~fatalities~~the Federal Mine Safety and Health Review Commission as of March 31, 2016. Due to ~~report~~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

Section 104

Section

Section 104(d) Citations

Section

Total Dollar Value of MSHA

Total Number of Mining

Received Notice of Pattern of Violations Under

Received Notice of Potential to Have Pattern Under

Legal Actions Pending as of Last

Legal Actions Initiated

Legal Actions Resolved

Name/MSHA

S&S

104(b)

and

110(b)(2)

107(a)

Assessments

Section

Day of

During

Identification

Citations

Orders

Violations

Orders

Proposed

Fatalities

104(e)

Period

Number

(#)

($)

(#)

(yes/no)

(#)

Balmat Mine No. 4 & Mill 30-01185

0.2

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. 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).
2.1(c)		Purchase Agreement dated as of October 13, 2015 among Star Mountain Resources, Inc., Northern Zinc, LLC, and Aviano Financial 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 October 16, 2015).
2.1(d)		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).
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 Designation of Preferences, Rights and Limitations (Series C preferred stock) as filed with the Secretary of State of Nevada on September 30, 2015 (Incorporated by reference to Exhibit 3.2 to the Company’s current report on Form 8-K as filed with the SEC on October 2, 2015)..
3.5		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).
10.1		Asset Purchase Agreement between The Bolcán Group LLC and Bolcán Mining Corporation effective September 30, 2012 (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on November 2, 2012).
10.2		12% Convertible Redeemable Promissory Note dated August 19, 2013 between Jameson Stanford Resources Corporation and Joseph Marchal (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K as filed with the SEC on August 29, 2013).
10.3		Pledge and Security Agreement dated August 19, 2013 between Jameson Stanford Resources Corporation and Joseph Marchal (Incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K as filed with the SEC on August 29, 2013).
10.4		Common Stock Purchase Warrant dated August 19, 2013 between Jameson Stanford Resources Corporation and Joseph Marchal (Incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K as filed with the SEC on August 29, 2013).

3.5		Certificate of Designation of Preferences, Rights and Limitations (Series C preferred stock) as filed with the Secretary of State of Nevada on September 30, 2015 (Incorporated by reference to Exhibit 3.2 to the Company’s current report on Form 8-K as filed with the SEC on October 2, 2015)..

3.6		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 5, 2015).

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).

10.2		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).

10.3		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).

10.4		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).

10.5		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).

10.6		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).

10.7		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).

10.8		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).

10.9		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).

10.10		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).

10.5		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).
10.11		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).
10.6		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).
10.12		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).†
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).
10.13		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 September 17, 2015).
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).
10.14		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 September 17, 2015).
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).
10.15		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 September 17, 2015).
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).
10.16		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).
10.11		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).
10.17		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 quarterly report on Form 10-Q as filed with the SEC on November 13, 2015).
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).
10.18		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 quarterly report on Form 10-Q as filed with the SEC on November 13, 2015).
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).†
10.19		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).
10.14		Letter of Intent by and between Star Mountain Resources, Inc. and Fognani & Faught, PLLC dated as of September 16, 2015 (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K as filed with the SEC on September 17, 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). †
10.15		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 September 17, 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).
10.16		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 September 17, 2015).
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).
10.17		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 September 17, 2015).
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).
10.18		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).
10.24		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).
10.19		Promissory Note issued to Fognani & Faught, PLLC by the Company dated November 2, 2015.*
10.20		Promissory Note issued to Aviano Financial Group, LLC by the Company dated November 2, 2015.*
10.21		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).

31.1		Rule 13a-14(a)/15d-14(a) Certification of ~~President and~~ Chief Executive Officer*
31.2		Rule 13a-14(a)/15d-14(a) Certification of ~~Interim~~ Chief Financial Officer*
32.1		Section 1350 Certification of ~~President and~~ Chief Executive Officer*
32.2		Section 1350 Certification of ~~Interim~~ 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.

SIGNATURES

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

	Star Mountain Resources, Inc.
Date: November 13, 2015	By:	/s/ Joseph Marchal
Date: May 16, 2016	By:	/s/ Joseph Marchal
		Joseph Marchal
		Chief Executive Officer
		(Principal Executive Officer)
Date: November 13, 2015	By:	/s/ Donna S. Moore
Date: May 16, 2016	By:	/s/ Wayne Rich
		Donna S. Moore
		Wayne Rich
		Interim Chief Financial Officer
		Chief Financial Officer and Vice President of Finance
		(Principal Financial and Accounting Officer)

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