Golden Star Resource Corp. - Quarter Report: 2012 December (Form 10-Q)

goldenstar_10q-15430.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 DECEMBER 31, 2012

	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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o

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 o 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” 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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 7,070,000 as of December 31, 2012.

PART I – FINANCIAL INFORMATION


	FINANCIAL STATEMENTS

Item 1	Financial Statements:	3

	Balance Sheets as of December 31, 2012 and June 30, 2012	3

	Statements of Operations and Comprehensive Income (Loss) for the three and six months ended December 31, 2012, December 31, 2011 and from April 21, 2006 to December 31, 2012	4

	Statements of Cash Flows for the six months ended December 31, 2012, December 31, 2011 and from April 21, 2006 to December 31, 2012	5

	Statements of Stockholders' (Deficiency) Equity from April 21, 2006 to December 31, 2012	6

	Notes to Financial Statements	7 - 10

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11 - 12

Item 3	Quantitative and Qualitative Disclosures About Market Risk	12

Item 4	Controls and Procedures	12
PART II – OTHER INFORMATION
Item 1A	Risk Factors	13

Item 6	Exhibits	13

Signatures		13

ITEM 1. FINANCIAL STATEMENTS

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

BALANCE SHEETS

(Stated in U.S. Dollars)

	December 31,			June 30,
	2012			2012

ASSETS

Current
Cash	$	-		$	1,550
Receivable and prepaid expenses		1,500			1,500

	$	1,500		$	3,050

LIABILITIES

Current Liabilities

Bank indebtedness	$	11		$	-
Accounts payable and accrued liabilities		165,647			130,500
Loan payable		127,999			111,006
		293,657			241,506


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 December 31, 2012 and June 30, 2012		70			70

Additional paid in capital		106,990			106,990

Deficit Accumulated During the Exploration Stage		(399,217	)		(345,516	)
		(292,157	)		(238,456	)

	$	1,500		$	3,050

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			SIX			SIX			INCEPTION
	MONTHS			MONTHS			MONTHS			MONTHS			APRIL 21
	ENDED			ENDED			ENDED			ENDED			2006 TO
	DECEMBER 31			DECMEBER 31			DECEMBER 31			DECMEBER 31			DECEMBER 31
	2012			2011			2012			2011			2012

Revenue	$	-		$	-		$	-		$	-		$	-

Expenses
Professional fees		798			2,520			11,962			8,999			158,401
Administration		4,500			4,500			9,000			9,000			45,000
Consulting fees		7,500			8,486			15,000			15,986			90,859
Mineral claim maintenance fees		3,150			-			3,150			-			13,150
Transfer and filing fees		-			-			2,356			300			12,020
Office and sundry		1,506			2,048			3,498			3,619			36,862
Interest expenses		3,681			2,360			7,042			4,624			22,352
Rent		-			1,500			1,500			3,000			18,500
Foreign exchange (gain) loss		-			61			193			133			(6,252	)
Travel		-			1,893			-			1,893			8,325
		21,135			23,368			53,701			47,554			399,217


Net Loss and Comprehensive Loss		(21,135	)		(23,368	)		(53,701	)		(47,554	)		(399,217	)


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


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
	SIX			SIX			INCEPTION
	MONTHS			MONTHS			APRIL 21
	ENDED			ENDED			2006 TO
	DECEMBER 31			DECEMBER 31			DECEMBER 31
	2012			2011			2012

Cash Provided by (Used for):

Operating Activities
Net loss for the period	$	(53,701	)	$	(47,554	)	$	(399,217	)

Adjustment for items not involving cash:
Accrued interest expense		7,042			4,624			22,352

Changes in operating assets and liabilities:
Receivable and prepaid expenses		-			-			(1,500	)
Accounts payable and accrued liabilities		35,147			35,204			165,647
		(11,512	)		(7,726	)		(212,718	)

Financing Activity
Bank indebtedness		11			-			11
Loan payable		9,951			8,566			64,493
Due to related parties		-			(880	)		41,154
Issue of share capital		-			-			107,060
		9,962			7,686			212,718

Net Decrease In Cash		(1,550	)		(40	)		-

Cash, Beginning Of Period		1,550			51			-

Cash, End Of Period	$	-		$	11		$	-

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 SEPTEMBER 30, 2012

(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 year		-		-		-		-			(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 year		-		-		-		-			(88,253	)		(88,253	)

Balance, June 30, 2011		7,070,000		70		106,990		-			(238,412	)		(131,352	)
Net loss for the year		-		-		-		-			(107,104	)		(107,104	)

Balance, June 30, 2012		7,070,000		70		106,990		-			(345,516	)		(238,456	)
Net loss for the period		-		-		-		-			(53,701	)		(53,701	)

Balance, December 31, 2012		7,070,000	$	70	$	106,990	$	-		$	(399,217	)	$	(292,157	)

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

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012

(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 2012, the Company entered into an agreement with Mayan Mineral Ltd. to acquire a resource property in Nevada (Note 4). 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 $292,157 (June 30, 2012 - $238,456), has incurred losses of $399,217 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 December 31, 2012 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. 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 December 31, 2012 and the results of its operation for the six months then ended. Operating results for the six months ended December 31, 2012 are not necessarily indicative of the results that may be expected for the year ending June 30, 2013. It is suggested that these financial statements be read in conjunction with June 30, 2012 audited financial statements and notes thereto.

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

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. There are no cash equivalents as at December 31, 2012 (June 30, 2012: $Nil).

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012

(Stated in U.S. Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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) 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, bank indebtedness, accounts payable and accrued liabilities, and loan payable. Pursuant to ASC 820, the fair value of cash and bank indebtedness are 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.

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.

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012

(Stated in U.S. Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

k) Foreign Currency Translation

The Company’s functional currency is the U.S. dollar. Transactions in foreign currencies are translated into U.S. dollars at the rate of exchange prevailing at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated into U.S. dollars at the rate prevailing at the balance sheet date. Non-monetary items are translated at the historical rate unless such items are carried at market value, in which case they are translated using exchange rates that existed when the value were determined. Any resulting exchange rate differences are recorded in the statement of operations.

3. RECENT ACCOUNTING PRONOUNCEMENTS

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. The Company has adopted ASU 2011-04 on July 1, 2012 and there was no impact on the financial statements upon the adoption.

In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, which is effective for annual reporting periods beginning after December 15, 2011. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The Company adopted ASU 2011-05 on July 1, 2012 and there was no material impact on the Company’s financial position or results of operations upon the adoption.

In September 2011, the FASB issued an update to ASC Topic 350, “Intangibles — Goodwill and Other.” This ASU amends the guidance in ASC Topic 350-20 on testing for goodwill impairment. The revised guidance allows entities testing for goodwill impairment to have the option of performing a qualitative assessment before calculating the fair value of the reporting unit. The ASU does not change how goodwill is calculated or assigned to reporting units, nor does it revise the requirement to test annually for impairment. The ASU is limited to goodwill and does not amend the annual requirement for testing other indefinite-lived intangible assets for impairment. The adoption of this ASU is not expected to have the impact on the Company’s financial statements.

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-11 “Balance Sheet (Topic 210)—Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 requires an entity to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Retrospective disclosure is required for all comparative periods presented. The Company is assessing the impact of ASU 2011-11 on its disclosures.

In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”). The amendments in this update provide an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a quantitative impairment test. ASC 2012-02 is effective for fiscal years and interim periods beginning after September 15, 2012. The Company does not expect the adoption of ASU 2012-02 on January 1, 2013 to have a material impact on its financial position or results of operations.

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.

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012

(Stated in U.S. Dollars)

4. MINERAL CLAIM INTEREST

On June 29, 2012 the Company entered into an agreement with Mayan Minerals Ltd. to acquire a resource property in Nevada. The property consists of two Minerals Lode Claims totaling 40 acres in the Fairview mining district, Churchill County, Nevada. The property is located 98 air miles southeast of Reno and is accessible by road. It is in the vicinity of the Bell Mountain Mining Project which lies along the Eastern margin of the Walker Lane mineral belt which contains a number of past-producing gold-silver deposits and major mining districts (e.g. Tonopah, Rawhide, Paradise Peak). All of the land underlying the property is administered by the US Bureau of Land Management. There is no private land in the area. The core of the GSR property is a block of 2 unpatented mining claims, covering 40 acres.

The Company paid $3,150 for recording and maintenance fee during the six months ended December 31, 2012.

As at December 31, 2012, the titles of above claims have not been transferred to the Company and the related purchase consideration has not been determined as well.

5. 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.

6. LOAN PAYABLE

Loan payable consists of followings:

$117,785 (June 30, 2012: $111,006) was payable to 0787129 B.C. Ltd. of which $51,272 and $34,827 were the result of the assignment and transfer from loan payable to ATP Corporate Services Corp. and Bobcat Development, respectively. The loan amount is unsecured, interest-bearing at 12% per annual and due on demand. During the period ended December 31, 2012, the Company incurred and accrued interest expense of $6,779 (six months ended December 31, 2011: $4,624).

$10,214 (June 30, 2011: $Nil) was payable to Bobcat Development (a non-related party). The loan amount is unsecured, interest-bears at 12% per annual and due on demand. During the period ended December 31, 2012, the Company incurred and accrued interest expenses of $263 (six months ended December 31, 2011: $nil).

7.	CONTRACTUAL OBLIGATIONS AND COMMITMENTS

On July 1, 2010, the Company entered into a consulting agreement for services relating to corporate and financial affairs with a non-related party for a term of 24 months, unless terminated earlier, for a consideration of $30,000 a year and payable $2,500 per month. The agreement will automatically renew for a further 24 months unless one of the party gives a notice of nonrenewal. During the period ended December 31, 2012, the Company incurred and accrued a total consulting fee of $15,000 (six months ended December 31, 2011: $15,000) in connection with the consulting agreement.

On July 1, 2010, the Company entered into an administrative services agreement with ATP Corporate Services for providing administration services over a term of 24 months for a consideration of $1,500 per month. The agreement will automatically renew for a further 24 months unless one of the party gives a notice of nonrenewal. Pursuant to the administrative services agreement, ATP Corporate is also entitled for reimbursement of office and rent expenses incurred. During the period ended December 31, 2012, the Company incurred and accrued a total of $9,000 and $3,000 (six months ended December 31, 2011: $9,000 and $3,000) for the administrative expense and office expense.

ITEM 2.

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

This section of the quarterly 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.

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.

ITEM 2.

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

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. This was accounted for as a purchase of shares of common stock.

$117,785 was payable to 0787129 B.C. Ltd. of which $51,272 and $34,827 were the result of the assignment and transfer from loan payable to ATP Corporate Services Corp. and Bobcat Development, respectively. The loan amount is unsecured, interest-bearing at 12% per annual and due on demand. During the period ended December 31, 2012, the Company incurred and accrued interest expense of $6,779.

$10,214 was payable to Bobcat Development (a non-related party). The loan amount is unsecured, interest-bears at 12% per annual and due on demand. During the period ended December 31, 2012, the Company incurred and accrued interest expenses of $263.

As of December 31, 2012, our total assets were $1,500 and our total liabilities were $293,657.

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 December 31, 2012 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.

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

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 11th day February, 2013.

	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.