Golden Star Resource Corp. - Quarter Report: 2011 March (Form 10-Q)

goldenstar_033111-10q.htm

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 MARCH 31, 2011

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.

(An Exploration Stage Company)

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

3390 Toopal Drive

Oceanside, California 92058

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

(210) 862-3071

(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 March 31, 2011

PART I – FINANCIAL INFORMATION

	FINANCIAL STATEMENTS

Item 1	Financial Statements:	3

	Balance Sheets as of March 31, 2011 and June 30, 2010	3

	Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended March 31, 2011, 2010 and from April 21, 2006 to March 31, 2011	4

	Statements of Cash Flows for the nine months ended March 31, 2011, 2010 and from April 21, 2006 to March 31, 2011	5

	Statements of Stockholders' (Deficiency) Equity from April 21, 2006 to March 31, 2011	6

	Notes to Financial Statements	7 - 13

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14 - 15

Item 3	Quantitative and Qualitative Disclosures About Market Risk	15

Item 4	Controls and Procedures	16
PART II – OTHER INFORMATION
Item 1A	Risk Factors	16

Item 6	Exhibits	16

Signatures		16

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

BALANCE SHEETS

(Stated in U.S. Dollars)

	March 31,			June 30,
	2011			2010

ASSETS

Current
Cash	$	208		$	7

	$	208		$	7

LIABILITIES

Current Liabilities

Accounts payable and accrued liabilities	$	46,505		$	2,832
Loan payable		57,667			-
Due to related parties		880			40,274
		105,052			43,106


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 March 31, 2011 and June 30, 2010		70			70

Additional paid in capital		106,990			106,990

Deficit Accumulated During the Exploration Stage		(211,904	)		(150,159	)
		(104,844	)		(43,099	)

	$	208		$	7

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

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Stated in U.S. Dollars)

													CUMULATIVE
													PERIOD FROM
	THREE			THREE			NINE			NINE			INCEPTION
	MONTHS			MONTHS			MONTHS			MONTHS			APRIL 21
	ENDED			ENDED			ENDED			ENDED			2006 TO
	MARCH 31			MARCH 31			MARCH 31			MARCH 31			MARCH 31
	2011			2010			2011			2010			2011

Revenue	$	-		$	-		$	-		$	-		$	-

Expenses
Professional fees		2,237			2,824			11,466			7,035			129,798
Administration		4,500			-			13,500			-			13,500
Consulting fees		7,500			-			22,500			-			38,359
Mineral claim payment		-			-			-			-			10,000
Transfer and filing fees		-			-			-			-			3,758
Office and sundry		1,819			42			5,925			154			15,106
Interest expenses		1,324			-			3,852			-			3,852
Rent		1,500			-			4,500			-			4,500
Foreign exchange gain		1			543			2			3,590			(6,969	)
		18,881			3,409			61,745			10,779			211,904


Net Loss and Comprehensive Loss		(18,881	)		(3,409	)		(61,745	)		(10,779	)		(211,904	)


Basic And Diluted Loss Per Common Share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)


Weighted Average Number Of Common Shares Outstanding		7,070,000			7,070,000			7,070,000			7,070,000

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

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Stated in U.S. Dollars)

							CUMULATIVE
							PERIOD FROM
	NINE			NINE			INCEPTION
	MONTHS			MONTHS			APRIL 21
	ENDED			ENDED			2006 TO
	MARCH 31			MARCH 31			MARCH 31
	2011			2010			2011

Cash Provided by (Used for):

Operating Activities
Net loss for the period	$	(61,745	)	$	(10,779	)	$	(211,904	)

Adjustment for items not involving cash:
Accrued interest expense		3,852			-			3,852

Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		46,748			(11,914	)		49,580
		(11,145	)		(22,693	)		(158,472	)

Financing Activity
Loan payable		10,466			-			10,466
Due to related parties		880			22,233			41,154
Issue of share capital		-			-			107,060
		11,346			22,233			158,680

Net Increase In Cash		201			(460	)		208

Cash, Beginning Of Period		7			529			-

Cash, End Of Period	$	208		$	69		$	208

Supplemental Information of Cash Flow Information
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

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

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

STATEMENTS OF STOCKHOLDERS’ (DEFICIENCY) EQUITY

PERIOD FROM INCEPTION, APRIL 21, 2006, TO DECEMBER 31, 2010

(Stated in U.S. Dollars)

	COMMON STOCK									DEFICIT
	NUMBER						ACCUMULATED			ACCUMULATED
	OF				ADDITIONAL		OTHER			DURING THE
	COMMON		PAR		PAID-IN		COMPREHENSIVE			EXPLORATION
	SHARES		VALUE		CAPITAL		INCOME			STAGE			TOTAL

Beginning balance, April 21, 2006		-	$	-	$	-	$	-		$	-		$	-
April 24, 2006 – shares issued for cash at $0.00001		6,000,000		60		-		-			-			60
Net loss for the period		-		-		-		-			(10,440	)		(10,440	)
								-
Balance, June 30, 2006		6,000,000		60		-		-			(10,440	)		(10,380	)
								-
March 28, 2007-shares issued for cash at $0.10		1,070,000		10		106,990		-			-			107,000
Net loss for the year		-		-		-		-			(36,562	)		(36,562	)
Unrealized foreign exchange gain		-		-		-		6,309			-			6,309

Balance, June 30, 2007		7,070,000		70		106,990		6,309			(47,002	)		66,367

Net loss for the year		-		-		-		-			(67,681	)		(67,681	)

Realized foreign exchange gain		-		-		-		(6,309	)		-			(6,309	)

Balance, June 30, 2008		7,070,000		70		106,990		-			(114,683	)		(7,623	)

Net loss for the year											(22,415	)		(22,415	)

Balance, June 30, 2009		7,070,000		70		106,990		-			(137,098	)	$	(30,038	)

Net loss for the year											(13,061	)		(13,061	)

Balance, June 30, 2010		7,070,000		70		106,990		-			(150,159	)	$	(43,099	)

Net loss for the period											(61,745	)		(61,745	)

Balance, March 31, 2011		7,070,000	$	70	$	106,990	$	-		$	(211,904	)	$	(104,844	)

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

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(Stated in U.S. Dollars)

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. During the fiscal year 2010, the Company’s mineral claim interest was expired and lapsed. Currently, the Company is actively looking for other mineral properties for its planned business operation.

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 $104,844 (June 30, 2010- $43,099) has incurred losses of $211,904 since inception, and further significant losses are expected to be incurred in its intended business operations. 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 March 31, 2011 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 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 March 31, 2011 and the results of its operation for the nine months then ended. Operating results for the nine months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending June 30, 2011. It is suggested that these financial statements be read in conjunction with June 30, 2010 audited financial statements and notes thereto.

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(Stated in U.S. Dollars)

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 ASC 915 “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.

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

e) Asset Retirement Obligations

The Company has adopted ASC 410, “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.

f) 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.

g) Financial Instruments

ASC 820, “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 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. ASC 820 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.

The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, loan payable and due to related parties. Pursuant to ASC 820, 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.

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

h) 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.

i) Income Taxes

The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes” and ASC 740 —Accounting for Uncertainty in Income Taxes, 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.

j) Basic and Diluted Net Loss Per Share

The Company reports basic loss per share in accordance with ASC 260 – “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. Diluted loss per share is equal to basic loss per share because there are no potential dilutive securities.

On July 1, 2009, the Company adopted ASC 260-10, Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities. ASC 260-10 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and affects entities that accrue cash dividends on share-based payment awards during the awards’ service period when the dividends do not need to be returned if the employees forfeit the awards. ASC 260-10 states that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The adoption of ASC 260-10 does not have a material impact on the Company’s financial statements.

k) 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.

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

l) Newly Adopted Accounting Policies

On July 1, 2010, the Company adopted ASC 860, Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140. ASC 860 requires additional disclosures about the transfer and derecognition of financial assets and eliminates the concept of qualifying special-purpose entities under ASC 860/405. The adoption of the standard did not have a material impact on the Company’s financial statements.

On July 1, 2010, the Company adopted ASC 810, Amendments to ASC 810. ASC 810 amends the evaluation criteria to identify the primary beneficiary of a variable interest entity provided by ASC 810 Consolidation of Variable Interest Entities—An Interpretation of ASC 810. Additionally, ASC 810 requires ongoing reassessments of whether an enterprise is the primary beneficiary of the variable interest entity. The adoption of the standard did not have a material impact on the Company’s financial statements.

On July 1, 2010, the Company adopted Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The adoption of ASU 2009-12 did not have a material impact on the Company’s financial statements.

On July 1, 2010, the Company adopted EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. The adoption of EITF 09-1 does not have a material effect on the financial position, results of operations or cash flows of the Company.

On July 1, 2010, the Company adopted Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. The adoption of ASU 2009-13 does not have a material effect on the financial position, results of operations or cash flows of the Company.

On July 1, 2010, the Company adopted Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. The adoption of ASU 2009-14 does not have an effect on the financial position, results of operations or cash flows of the Company.

On July 1, 2010, the Company adopted Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. The adoption of ASU 2010-01 does not have a material effect on the financial position, results of operations or cash flows of the Company.

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

l) Newly Adopted Accounting Policies (Continued)

On July 1, 2010, the Company adopted Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. The adoption of ASU 2010-02 does not have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB issued ASC No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”, which eliminates the requirement for SEC filers to disclose the date through which an entity has evaluated subsequent events. On January 1, 2011, the Company adopted ASC No. 2010-09. The adoption of ASC No. 2010-09 does not have a material impact on the Company’s financial statements.

ASU No. 2010-13 was issued in April 2010, and clarified the classification of an employee share based payment award with an exercise price denominated in the currency of a market in which the underlying security trades. On January 1, 2011, the Company adopted ASU No. 2010-13. The adoption does not have a material impact on the Company’s financial statements.

3.	RECENT ACCOUNTING PRONOUNCEMENTS

In January 2010, the FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers. Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU; however, the Company does not expect the adoption of this ASU to have a material impact on our financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

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. During the fiscal year 2010, the Company’s mineral claim interest was expired and lapsed. The Company is in the process of locating other mineral claim interests for its planned business operations.

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(Stated in U.S. Dollars)

5.	LOAN PAYABLE

Loan payable consists of followings:

$44,175 payable to ATP Corporate Services Corp. which $40,274 was the result of the assignment of amounts due to related parties on July 1, 2010. Commencing July 1, 2010, this loan payable bears interest at 12% per annual which is unsecured and due on demand. During the quarter ended March 31, 2011, the Company incurred and accrued interest expense of $1,324. (March 31, 2010 - $ Nil)

$13,492 payable to unrelated parties. The amount is unsecured, interest bearing at a range of nil to 12% and due on demand.

6.	CAPITAL STOCK

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

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

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

7.	DUE TO A RELATED PARTY

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

On July 1, 2010, the amounts due to related parties of $40,274 were assigned to ATP Corporate Services Corp. (an unrelated party).

As at March 31, 2011, $880 (June 30, 2010 - $40,274) is payable to companies controlled by the principal shareholder of the Company. The amount is unsecured, non-interest bearing and due on demand.

8.	CONTRACTUAL OBLIGATIONS AND COMMITMENTS

On July 1, 2010, the Company entered into a consulting agreement with a private company for a term of 24 months with a consideration of $2,500 per month.

On July 1, 2010, the Company entered into an administrative service agreement with ATP Corporate Services Corp. for a term of 24 months with a consideration of $1,500 per month.

ITEM 2.

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

This section of the quarter 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 prospectus. 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.

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 the acquisition and exploration of a property. If it turns out that we have not raised enough money to complete our acquisition 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.

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 acquisition and exploration of our properties, and possible cost overruns due to price increases in services.

To become profitable and competitive, we need to identify a property and 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.

ITEM 2. MAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. - continued

Liquidity and Capital Resources

We have completed our public offering as of March 28, 2007 and to date have raised $107,060, we will attempt to raise additional money through a subsequent private placement, public offering or through loans.

Currently, we do not have sufficient funds for our intended business operation. Ms. Miller, one of our officers and directors, has agreed in financing the related operating expenditures to maintain the Company. 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.

We issued 1,070,000 shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933.

As of March 31, 2011, our total assets were $208 and our total liabilities were $105,052.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required 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, 2011 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.

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 6th day of May 2011.

	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.