- Quarterly Report (10-Q)

 

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

x	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number   000-52837

GOLDEN STAR RESOURCE CORP.

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(Exact name of registrant as specified in its charter)

NEVADA

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(State or other jurisdiction of incorporation or organization)

350 - 6338 North New Braunfels Avenue

San Antonio, TX   78209

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  (Address of principal executive offices, including zip code.)

[phone]

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(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES  x    NO o

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	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  o  NO x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 7,070,000 as of November 13, 2009

 

 

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GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(unaudited)

 (Stated in U.S. Dollars)

PART I – FINANCIAL INFORMATION
	FINANCIAL STATEMENTS
Item 1	Financial Statements:
	Balance Sheets as of September, 2009 and the three months ended June 30, 2009	1
	Statements of Operations for the three months ended September, 2009 , 2008 and April 21, 2006 to September 30, 2009	2
	Statements of Cash Flows for the three months ended September, 2009 , 2008 and April 21, 2006 to September 30, 2009	3
	Notes to Financial Statements	4 - 10
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11- 13
Item 3	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4	Controls and Procedures	14
PART II – OTHER INFORMATION
Item 1A	Risk Factors	14
Item 6	Exhibits	14
Signatures		15

 

 

 

 

 

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GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

BALANCE SHEETS

 (Stated in U.S. Dollars)

		September 30,				June 30,
		2009				2009
ASSETS
Current
Cash		$	527			$	529
		$	527			$	529
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities		$	6,405			$	15,942
Due to related party			27,550				14,625
			33,955				30,567
STOCKHOLDERS’  ( DEFICIENCY) EQUITY
Capital Stock
Authorized:
100,000,000 voting common shares with a par value of $0.00001 per share
100,000,000 preferred shares with a par value of $0.00001 per share,   none issued
Issued:
7,070,000 common shares at September 30, 2009 and 2008			70				70
Additional paid in capital			106,990				106,990
Deficit Accumulated During the Exploration Stage			(140,488	)			(137,098	)
			(33,428	)			(30,038	)
		$	527			$	529

 

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

 

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GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME

 (Stated in U.S. Dollars)

										CUMULATIVE
										PERIOD FROM
		THREE				THREE				INCEPTION
		MONTHS				MONTHS				APRIL 21
		ENDED				ENDED				2006 TO
		SEPTEMBER 30				SEPTEMBER 30				SEPTEMBER 30
		2009				2008				2009
Revenue		$	-			$	-			$	-
Expenses
Professional fees			1,680				1,000				112,499
Consulting fees			-				-				15,859
Mineral claim payment			-				-				10,000
Transfer and filing fees			-				-				3,658
Office and sundry			59				36				7,390
Foreign exchange gain			1,651				(144	)			(8,918	)
			3,390				892				140,488
Net Loss			(3,390	)			(892	)			(140,488	)
Other Comprehensive Income
Unrealized foreign exchange gain			-				-				-
Total Comprehensive Loss		$	(3,390	)		$	(892	)		$	(140,488	)
Basic And Diluted Loss Per Common Share		$	(0.00	)		$	(0.00	)
Weighted Average Number Of  Common Shares Outstanding			7,070,000				7,070,000

 

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

 

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GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Stated in U.S. Dollars)

										CUMULATIVE
										PERIOD FROM
		THREE				THREE				INCEPTION
		MONTHS				MONTHS				APRIL 21
		ENDED				ENDED				2006 TO
		SEPTEMBER 30				SEPTEMBER 30				SEPTEMBER 30
		2009				2008				2009
Cash Provided by (Used for):
Operating Activities
Net loss for the year		$	(3,390	)		$	(892	)		$	(140,488	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities			(9,537	)			838				6,405
Due to related party			12,925				-				27,550
			(2	)			(54	)			(106,533	)
Financing Activity
Issue of share capital			-				-				107,060
			-				-				107,060
Net Increase In Cash			(2	)			(54	)			527
Effect Of Unrealized Foreign Exchange Gain			-				-				-
Cash, Beginning Of Year			529				1,318				-
Cash, End Of Year		$	527			$	1,264			$	527
Supplemental Information of Cash Flow Information
Interest paid		$	-			$	-			$	-
Income taxes paid		$	-			$	-			$	-

 

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

 

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  1.     NATURE OF OPERATIONS

Organization

The Company was incorporated in the State of Nevada, U.S.A., on April 21, 2006.

Exploration Stage Activities

The Company has been in the exploration stage since its formation and is primarily engaged in the acquisition and exploration of mining claims.  Upon location of a commercial minable reserve, the Company expects to actively prepare the site for its extraction and enter a development stage.

Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

The general business strategy of the Company is to acquire and explore mineral properties.  The continued operations of the Company and the recoverability of mineral property costs is dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to complete the development of its properties, and upon future profitable production.  The Company has not generated any revenues or completed development of any properties to date.  Further, the Company has a working capital deficit of $33,428 (June 30 2009 - $30,038), has incurred losses of $140,488 since inception, and further significant losses are expected to be incurred in the exploration and development of its mineral properties.  The Company will require additional funds to meet its obligations and maintain its operations.  There can be no guarantee that the Company will be successful in raising the necessary financing.  Management’s plans in this regard are to raise equity financing as required.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments that might result from this uncertainty.

Basis of Presentation

The unaudited financial statements as of September 30, 2009 included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations on a going basic concern-basis. This disclosure presumes funds will be available to finance on-going development, operations and capital expenditures and the realization of assets and the payment of liabilities in the normal course of operations for the foreseeable future.

 

In the opinion of the Company’s management these financial statements reflect all adjustments necessary to present fairly the Company’s financial position at September 30, 2009 and the results of its operation for the three months then ended.  Operating results for the three months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending June 30, 2010.  It is suggested that these financial statements be read in conjunction with June 30, 2009 audited financial statements and notes thereto.

 

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2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with US GAAP.  Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.  Actual results may vary from these estimates. The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below.

a)

Exploration Stage Enterprise

The Company’s financial statements are prepared using the accrual method of accounting and according to the provisions of Statement of Financial Accounting Standards No. 7 (“SFAS 7”), “Accounting and Reporting for Development Stage Enterprises,” as it devotes substantially all of its efforts to acquiring and exploring mineral properties.  Until such properties are acquired and developed, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage.

b)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

c)

Mineral Property Acquisition Payments

The Company expenses all costs incurred on mineral properties to which it has secured exploration rights prior to the establishment of proven and probable reserves.  If and when proven and probable reserves are determined for a property and a feasibility study prepared with respect to the property, then subsequent exploration and development costs of the property will be capitalized.

The Company regularly performs evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of its investments in these assets.  All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable.

d)

Exploration Expenditures

The Company follows a policy of expensing exploration expenditures until a production decision in respect of the project and the Company is reasonably assured that it will receive regulatory approval to permit mining operations, which may include the receipt of a legally binding project approval certificate.

e)

Deferred Offering Costs

The Company defers the costs incurred to raise equity financing until that financing occurs. At such time that the issuance of new equity occurs, these costs will be netted against the proceeds received or if the financing does not occur, they will be expensed.

 

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2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

f)

Asset Retirement Obligations

The Company has adopted Statement of Financial Accounting Standards No. 143 (“SFAS 143’), “Accounting for Asset Retirement Obligations”, which requires that an asset retirement obligation (“ARO”) associated with the retirement of a tangible long-lived asset be recognized as a liability in the period which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset.

The cost of the tangible asset, including the initially recognized ARO, is depleted, such that the cost of the ARO is recognized over the useful life of the asset.  The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value.  The fair value of the ARO is measured using expected future cash flow, discounted at the Company’s credit-adjusted risk-free interest rate.  To date, no significant asset retirement obligation exists due to the early stage of exploration.  Accordingly, no liability has been recorded.

g)

Use of Estimates and Assumptions

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

h)

Financial Instruments

SFAS No. 157 “ Fair Value Measurements ” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. SFAS No. 157 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. SFAS No. 157 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1 - Quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

 

 

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2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 h)      Financial Instruments (Continued)

The Company’s financial instruments consist principally of cash and accounts payable and accrued liabilities. Pursuant to SFAS No. 157, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

 

The Company’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

i)

Environmental Costs

Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.

 

j)

Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes” and FASB Interpretation No. 48—Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No 109 (“FIN 48”), which require the liability method of accounting for income taxes. The liability method requires the recognition of deferred tax assets and liabilities for future tax consequences of temporary differences between the financial statement basis and the tax basis of assets and liabilities.

k)

Basic and Diluted Net Loss Per Share

The Company reports basic loss per share in accordance with SFAS No. 128 – “Earnings Per Share”.  Basic loss per share is computed using the weighted average number of common stock outstanding during the period.  Diluted loss per share is computed using the weighted average number of common and potentially dilutive common stock outstanding during the period.  As the Company generated net losses in the period presented, the basic and diluted loss per share is the same, as any exercise of options or warrants would be anti-dilutive.

 

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2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

l)

Foreign Currency Translation

The Company’s functional currency is the U.S. dollar.  Transactions in Canadian dollars are translated into U.S. dollars as follows:

i)

monetary items at the rate prevailing at the balance sheet date;

ii)

non-monetary items at the historical exchange rate;

iii)

revenue and expense at the average rate in effect during the applicable accounting period.

Gains and losses on translation are recorded in the statement of operations.

3.    RECENT ACCOUNTING PRONOUNCEMENTS

a)

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations.  This statement replaces SFAS No. 141, Business Combinations and applies to all transactions or other events in which an entity (the acquirer) obtains control of one or more businesses (the acquiree), including those sometimes referred to as “true mergers” or “mergers of equals” and combinations achieved without the transfer of consideration.  This statement establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  This statement will be effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, or the Company’s fiscal year beginning July 1, 2009.  Earlier adoption is prohibited.  The Company currently is unable to determine what impact the future application of this pronouncement may have on its financial statements.

b)

In April 2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arises from Contingencies (“FAS 141(R)-1”), which amends and clarifies SFAS No. 141(R) to address application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination.  FAS 141(R)-1 is to be applied prospectively to business combinations for which the acquisition date is on or after July 1, 2009 for the Company.  The Company currently is unable to determine what impact the future application of this pronouncement may have on its financial statements.

c)

In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS No. 161”). SFAS No. 161 amends and expands the disclosure requirements of Statement No. 133, Accounting for Derivative Instruments and Hedging Activities.   It requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about credit-risk-related contingent features in derivative agreements. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not anticipate the adoption of SFAS No. 161 will have a material impact on its results of operations, cash flows or financial condition.

 

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3.    RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

d)

In April 2008, the FASB issued Staff Position No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP 142-3”).  This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”). This FSP also adds certain disclosures to those already prescribed in SFAS No. 142. FSP 142-3 becomes effective for fiscal years, and interim periods within those fiscal years, beginning in the Company’s fiscal 2010. The guidance for determining useful lives must be applied prospectively to intangible assets acquired after the effective date. The disclosure requirements must be applied prospectively to all intangible assets recognized as of the effective date.

e)

In May 2008, the FASB issued Staff Position APB No. 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (“FSP APB No. 14-1”),   which requires issuers of convertible debt that may be settled wholly or partly in cash when converted to account for the debt and equity components separately. FSP APB No. 14-1 is effective for fiscal years beginning after December 15, 2008, which will be the Company's fiscal year 2010, and must be applied retrospectively to all periods presented. The Company is evaluating the financial impact that FSP APB No. 14-1 will have on its financial statements.

f)

In June 2008, the FASB issued Staff Position No. EITF No. 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP EITF No. 03-6-1”). According to FSP EITF No. 03-6-1, unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are considered participating securities under SFAS No. 128. As such, they should be included in the computation of basic earnings per share (“EPS”) using the two-class method. FSP EITF No. 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, as well as interim periods within those years. Once effective, all prior-period EPS data presented must be adjusted retrospectively. The Company does not expect FSP EITF No. 03-6-1 to have a material impact on the Company’s financial position or results of operations.

g)

In June 2008, the FASB’s Emerging Issues Task Force reached a consensus regarding EITF Issue No. 07-5, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock (“EITF 07-5”). EITF 07-5 outlines a two-step approach to evaluate the instrument’s contingent exercise provisions, if any, and to evaluate the instrument’s settlement provisions when determining whether an equity-linked financial instrument (or embedded feature) is indexed to an entity’s own stock. EITF 07-5 is effective for fiscal years beginning after December 15, 2008 and must be applied to outstanding instruments as of the beginning of the fiscal year of adoption as a cumulative-effect adjustment to the opening balance of retained earnings. Early adoption is not permitted. The Company does not anticipate the adoption of EITF 07-5 will have a material impact on its results of operations, cash flows or financial condition.

 

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3.    RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

h)

In April 2009, the FASB issued FSP FAS 107-1 and APB Opinion No. 28-1, Interim Disclosures about Fair Value of Financial Instruments , which requires disclosures about fair value of financial instruments for interim reporting periods as well as in annual financial statements.  This FSP will not impact the consolidated financial results as the requirements are disclosure-only in nature and is effective for interim reporting periods ending after June 15, 2009.

 

i)

In June 2009, the FASB issued SFAS No. 168, “ The FASB Accounting Standard Codification™ (“Codification”) and the Hierarchy of Generally Accepted Accounting Principles ” (“SFAS 168”), effective for interim and annual reporting periods ending after September 15, 2009. This statement replaces SFAS 162, “ The Hierarchy of Generally Accepted Accounting Principles ” and establishes the Codification as the source of authoritative accounting principles used in the preparation of financial statements in conformity with generally accepted accounting principles. The Codification does not replace or affect guidance issued by the SEC or its staff. After the effective date of this statement, all non-grandfathered non-SEC accounting literature not included in the Codification will be superseded and deemed non-authoritative.

4.    MINERAL CLAIM INTEREST

On May 9, 2006, the Company acquired, from a private company controlled by an officer/shareholder of the Company, a 100% interest in three contiguous mineral claims (now amalgamated into one mineral claim) encompassing over 800 hectares in the Cariboo Mining Division, British Columbia, Canada, for consideration of a cash payment of $10,000.  Title continues to be recorded in the name of the vendor on behalf of the Company.

5.   CAPITAL STOCK

a)

On April 24, 2006, the Company issued 6,000,000 common shares at $0.00001 per share to two founding shareholders.

 

b)

On March 28, 2007, the Company closed its public offering and issued additional 1,070,000 common shares at $0.10.

c)       The Company has no stock option plan, warrants or other dilutive securities.

6.    DUE TO A RELATED PARTY

Due to a related party represents the amount advanced by a company controlled by a former director and principal shareholder of the Company.  The amount is unsecured, non-interest bearing and due on demand.

7.   CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The Company has no significant contractual obligations or commitments with any parties respecting executive compensation, consulting arrangements, rental premises or other matters, except as disclosed elsewhere in these notes.

 

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This section of the report includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and do not anticipate generating any revenues until we begin removing and selling minerals.  There is no assurance we will ever achieve these goals.  Accordingly, we must raise cash from sources other than the sale of minerals in order to implement our project and stay in business. Our only other source for cash at this time is investments by others.

We will be conducting research in the form of exploration of the property.  Our exploration program is explained in as much detail as possible in the business section of this report.  We are not going to buy or sell any plant or significant equipment during the next twelve months.

Our exploration target is to find an mineralized material, specifically, an ore body containing gold. Our success depends upon finding mineralized material. This includes a determination by our consultant that the property contains reserves. We have not yet selected a consultant.  Mineralized material is a mineralized body which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we don’t find mineralized material or if it is not economically feasible to remove it, we will cease operations and you will lose your investment.

In addition, we may not have enough money to complete our exploration of the property.  If it turns out that we have not raised enough money to complete our exploration program, we will try to raise additional funds from a second public offering, a private placement or through loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. If we need additional money and cannot raise it, we will have to suspend or cease operations.

We must conduct exploration to determine what amount of minerals, if any, exist on our property and if any minerals can be economically extracted and profitably processed.

 

 

 

 

 

 

 

 

 

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued

 

The property is undeveloped raw land.  Exploration and surveying has not been initiated.  We must explore and find mineralized material before any potential mineral retrieval can begin. If we successfully find mineralized material, we then need to determine whether it is economically feasible to remove it. Economically feasible means that the costs associated with the removal will not exceed the price at which we can sell it. We cannot make predictions until we find mineralized material, and we acknowledge that the probability is low.

To our knowledge, the property has never been mined.  The only events that have occurred is the acquisition of the property rights from Glengarry Developments Inc. and a physical examination of the property by Mr. Livgard, our geological consultant.  No additional payments were made or are due Glengarry Developments Inc.  The claims were recorded in Glengarry Developments Inc.’s name to avoid incurring additional costs. As previously noted, the additional costs would be for incorporation of a British Columbian corporation and associated legal and accounting fees.  On May 9, 2006, Glengarry Developments Inc. executed a declaration of trust acknowledging that it holds the property in trust for us and that it will not deal with the property in any way, except to transfer the property to us.  In the event that Glengarry Developments Inc. transfers title to a third party, the declaration of trust will be used as evidence that it breached its fiduciary duty to us.  Glengarry Developments Inc. has not provided us with a signed or executed bill of sale in our favor.  Glengarry Developments Inc. will issue a bill of sale to a subsidiary corporation to be formed by us should mineralized material be discovered on the property and should we choose to incorporate a British Columbian wholly-owned subsidiary.

Glengarry Developments Inc. does not have a right to sell the property to anyone.  It may only transfer the property to us.  It may not demand payment for the claims when it transfers them to us.   Further, Glengarry Developments Inc. does not have the right to sell the claims at a profit to us if mineralized material is discovered on the property.  Glengarry Developments Inc. must transfer title to us, without payment of any kind, regardless of what is or is not discovered on the property.

We do not know if we will find mineralized material. We believe that activities occurring on adjoining properties are not material to our activities.  Whatever is located under adjoining property may or may not be located under our property.  We do not claim to have any minerals or reserves whatsoever at this time on any of the property.

We intend to implement an exploration program which consists of core sampling. Core sampling is the process of drilling holes to a depth of up to 1,400 feet in order to extract samples of earth.  Mr. Livgard, after confirming with our consultant, will determine where drilling will occur on the property.  Mr. Livgard will not receive fees for his services.  The samples will be tested to determine if mineralized material is located on the property. Based upon the tests of the core samples, we will determine whether to terminate operations, proceed with additional exploration of the property, or develop the property. We intend to take our core samples to analytical chemists, geochemists and registered assayers located in Vancouver, British Columbia. We have not selected any of the foregoing as of the date of this report.

We estimate the cost of drilling will be $20 per foot drilled and that we will drill approximately 3,000 linear feet or up to 8 holes to depth of 300 feet. We estimate that it will take up to one month. We will pay a consultant up to a maximum of $5,000 per month for his services, or a total of $5,000. The total cost for analyzing the core samples will be approximately $3,000.

 

 

 

 

 

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued

 

We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves with the help of a consultant. We have no plans to interest other companies in the property if we do not find mineralized material.  To pay the consultant and develop the reserves, we will have to raise additional funds through a second public offering, a private placement or through loans.  As of the date of this report, we have no plans to raise additional funds.  Further, there is no assurance we will be able to raise any additional funds even if we discover mineralized material and have a defined ore body.

If we are unable to complete any phase of exploration because we don’t have enough money, we will cease operations until we raise more money. If we cannot or do not raise more money, we will cease operations. If we cease operations, we don’t know what we will do and we don’t have any plans to do anything.

We do not intend to hire additional employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors who we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Operations to Date

We acquired rights on one property containing one claim. The property is staked and we will begin our exploration plan as soon as we hire a consultant.  As of the date of this report, we have yet to being operations and therefore we have yet to generate any revenues.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price increases in services.

To become profitable and competitive, we need to conduct research and explore our property before we start production of any minerals we may find.  If we do find mineralized material, we will need additional funding to move beyond the research and exploration stage.  We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Liquidity and Capital Resources

We completed our public offering as of March 28, 2007 and to date have raised $107,060.  If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans.  We do not at this time need additional funding to complete the research and exploration stages of our plans.

Currently, we do not have sufficient funds for a one month drilling program.  Ms. Miller, one of our officers and directors, has agreed to financing further reclamation of the property should mineralized material not be found.  The foregoing agreement is oral; we have nothing in writing. While Ms. Miller has agreed to advance the funds, the agreement is unenforceable as a matter of law because no consideration was given.  At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely.  Other than as described in this paragraph, we have no other financing plans.

Since inception, we have issued 7,070,000 shares of our common stock and received $107,060.

 

In March 2006, we issued 3,000,000 shares of common stock to Kathrine MacDonald, our former secretary/treasurer, in consideration of $30 and we issued 3,000,000 shares of common stock to Marilyn Miller, one of our officers and directors, in consideration of $30 pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1993.  This was accounted for as an acquisition of shares.  Kathrine MacDonald advanced $20,760 to cover our costs for incorporation, accounting and legal fees and Mr. Livgard advanced the sum of $10,000 for staking.  These funds have been paid directly to our attorney, accountant and staker.  The amounts owed to Ms. MacDonald and Mr. Livgard are non-interest bearing, unsecured and due on demand.  The amounts owed were paid during the year ended June 30, 2008.  The agreements with Ms. MacDonald and Mr. Livgard are oral and there is no written document evidencing the agreement.

 

 

 

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued

 

Liquidity and Capital Resources - continued

On March 28, 2007, we completed our public offering and sold 1,070,000 shares of common stock at an offering price of $0.10 per share and raised $107,000.00. This was accounted for as a purchase of shares of common stock.

As of September 30, 2009, our total assets were $527and our total liabilities were $33,955.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.

CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A.

RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 6.

EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this  13th day of  November 2009

	GOLDEN STAR RESOURCE CORP.
	(Registrant)
	BY:	/s/ Steven Bergstrom
		Steven Bergstrom
		President, Principal Executive Officer and a member of the Board of Directors.
	BY:	/s/ Marilyn Miller
		Marilyn Miller
		Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and a member of the Board of Directors.

 

 

 

 

 

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