Golden Star Resource Corp. - Quarter Report: 2014 December (Form 10-Q)

gnls_10q-16295.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, 2014

	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)

#300 – 500 North Rainbow Blvd

Las Vegas, Nevada 89107

(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, 2014.

PART I – FINANCIAL INFORMATION


	FINANCIAL STATEMENTS

Item 1	Financial Statements:	3

	Balance Sheets as of December 31, 2014 and June 30, 2014	3

	Statements of Operations and Comprehensive Income (Loss) for the three and six months ended December 31, 2014, December 31, 2013 and from April 21, 2006 to December 31, 2014	4

	Statements of Cash Flows for the period ended December 31, 2014, December 31, 2013 and from April 21, 2006 to December 31, 2014	5

	Statements of Stockholders' (Deficiency) Equity from April 21, 2006 to September 30, 2014	6

	Notes to Financial Statements	7

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3	Quantitative and Qualitative Disclosures About Market Risk	15

Item 4	Controls and Procedures	15

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)

	December 31,			June 30,
	2014			2014
ASSETS

Current
Cash	$	5		$	3
Prepaid expense (Note 4)		10,319			-

TOTAL ASSETS	$	10,324		$	3

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current
Accounts payables and accrued liabilities	$	174,274		$	175,864
Loan payable (Note 8)		203,717			170,758
Due to related parties (Note 7)		72,889			71,379
TOTAL LIABILITIES		450,880			418,001

STOCKHOLDERS' (DEFICIENCY) EQUITY

Capital stock (Note 6)
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 June 30, 2014 & 2013		70			70
Additional paid in capital		106,990			106,990
Deficit Accumulated During the Exploration Stage		(547,616	)		(525,058	)
		(440,556	)		(417,998	)

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY	$	10,324		$	3

Nature of operations and going concern (note 1)

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 MONTHS ENDED						SIX MONTHS ENDED						INCEPTION
	DECEMBER 31,						DECEMBER 31,						APRIL 21, 2006 TO
	2014			2013			2014			2013			DECEMBER 31, 2014

Expenses

Professional fees	$	10,945		$	1,312			10,945		$	13,421		$	189,790
Administration		-			-			-			-			49,500
Consulting fees		-			-			-			-			98,359
Mineral claim maintenance fees		-			-			-			-			13,177
Transfer and filing fees		280			288			3,076			1,898			26,621
Office and sundry		-			-			-			36			49,342
Interest expenses		4,479			4,617			8,551			9,044			54,166
Rent		-			-			-			-			18,500
Travel		-			-			-			-			54,381
Foreign exchange (gain) loss		(14	)		-			(14	)		-			(6,220	)
		15,690			6,217			22,557			24,399			547,616

Net Loss and Comprehensive Loss		(15,690	)		(6,217	)		(22,557	)		(24,399	)		(547,616	)

Basic and fully diluted loss per share	$	(0.00	)	$	(0.00	)		(0.00	)	$	(0.00	)

Weighted average number of common		7,070,000			7,070,000			7,070,000			7,070,000
shares outstanding


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

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Stated in U.S. Dollars)

							CUMULATIVE
							PERIOD FROM
	PERIOD ENDED						INCEPTION
	DECEMBER 31,						APRIL 21, 2006 TO
	2014			2013			DECEMBER 31, 2014

Cash flow from operating activities:

Net loss for the period	$	(22,557	)	$	(24,399	)	$	(547,615	)

Items not affecting cash:
Accrued interest expense		8,520			9,044			54,135

Changes in non-cash working capital:
Due to a related party		-			-			71,379
Prepaid expenses		(10,319	)					(10,319	)
Accounts payables and accrued liabilities		(1,591	)		12,813			174,273
Net Cash Used in Operating Activities		(25,948	)		(2,542	)		(258,148	)

Cash flow from financing activities
Loan payable		24,440			2,540			108,429
Due to related parties		1,510			-			42,664
Issue of share capital		-			-			107,060
Net Cash Provided by Financing Activities		25,950			2,540			258,153

Cash increase (decrease) in the period		2			(2	)		5

Cash, beginning of period		3			28			-

Cash, end of period	$	5		$	26		$	5

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, 2014

(Stated in U.S. Dollars)

	NUMBER OF COMMON SHARES		PAR VALUE		ADDITIONAL PAID-IN CAPITAL		ACCUMULATED OTHER COMPREHENSIVE INCOME			DEFICIT ACCUMULATED DURING THE EXPLORATION 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 year		-		-		-		-			(125,932	)		(125,932	)

Balance, June 30, 2013		7,070,000		70		106,990		-			(471,448	)		(364,388	)
Net loss for the year		-		-		-		-			(53,610	)		(53,610	)

Balance, June 30, 2014		7,070,000		70		106,990		-			(525,058	)		(417,998	)
Net loss for the period		-									(22,557	)		(22,557	)

Balance, December 31, 2014		7,069,999	$	69	$	106,989	$	-		$	(547,616	)		(440,556	)

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

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

DECEMBER 31, 2014

(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 5). 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 $440,055 (June 30, 2014 - $417,998), has incurred losses of $547,616 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.

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.

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

DECEMBER 31, 2014

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 is no cash equivalents as at December 31, 2014 (June 30, 2014: $Nil).

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

(Unaudited)

DECEMBER 31, 2014

(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.

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

DECEMBER 31, 2014

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

g) Financial Instruments, continued

The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, loan payable and due to a related party. 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.

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.

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

DECEMBER 31, 2014

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 July 2013, FASB issued ASU 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or Tax Credit Carryforward Exits.” The FASB’s objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. This ASU applies to all entities with unrecognized tax benefits that also have tax loss or tax credit carryforwards in the same tax jurisdiction as of the reporting date. ASU No. 2013-11 is effective for public entities for fiscal years beginning after December 15, 2013, and interim periods within those years. Early adoption is permitted. The amendments should be applied to all unrecognized tax benefits that exist as of the effective date. Entities may choose to apply the amendments retrospectively to each prior reporting period presented. The adoption of this update has no impact on our financial position or results of operations.

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

4.	PREPAID EXPENSE

On December 31, 2014 the Company paid $10,000 to renew their Over-The-Counter Bulletin Board (OTCBB) application.

5.	MINERAL CLAIM INTEREST

On August 15, 2013, the Company entered into a Quitclaim Deed (the “Deed”) with Kee Nez Resources, LLC (“Grantor”), a Utah limited liability company. Pursuant to the Deed, the Grantor, in consideration of $10 and other valuable consideration, remise, release, and forever quitclaim unto the Company all of Grantor’s right, title, and interest in and to the GSR group of unpatented lode mining claims situated in Churchill Country, Nevada. As a result, the Company has obtained title to the GSR claims in August 2013.

The Company did not incur further expenditures on the property during the six months ended December 31, 2014 due to lack of cash.

GOLDEN STAR RESOURCE CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

DECEMBER 31, 2014

(Stated in U.S. Dollars)

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 not issued any shares during the years ended June 30, 2014 and 2013 and it has no stock option plan, warrants or other dilutive securities.

7.	DUE TO RELATED PARTIES

As of December 31, 2014, due to related parties balance of $72,889 (June 30, 2014: $71,379) represents the combination of the following:

$56,889 (June 30, 2014: $55,379) owed to a company controlled by a former director and principal shareholder of the Company, for the amount of office, transfer agent and travel expenses paid by the related party on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand; and

$16,000 (June 30, 2014: $16,000) owed to a director of the Company, for the amount of office, travel and telephone expenses paid by the related party on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand.

8.	LOAN PAYABLE

Loan payable consists of the following:

$143,700 (June 30, 2014: $137,595) was payable to 0787129 B.C. Ltd. (a non-related party) of which $51,272 and $34,827 were the result of the assignment and transfer from loan payable to ATP Corporate Services Corp. (a non-related party) and Bobcat Development, respectively. The loan amount is unsecured, interest-bearing at 12% per annual and due on demand. During the six month period ended December 31, 2014, the Company incurred and accrued interest expense of $6,104 (2013: $7,642).

$56,967 (June 30, 2014: $30,264) was payable to Bobcat Development. The loan amount is unsecured, interest-bears at 12% per annual and due on demand. During the period, the Company incurred and accrued interest expenses of $2,263 (2013: $1,207).

$3,050 (June 30, 2014: $2,899) was payable to Dimac Capital (a related party). The loan amount is unsecured, interest-bears at 12% per annual and due on demand. During the year, the Company incurred and accrued interest expenses of $151 (2013: $195).

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 a 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.

Research & Development

As an exploration stage company in the mining industry we are not involved in any research and development.

Effects of Compliance with Environmental Laws

As a company in the mining industry we are subject to numerous environmental laws and regulations. We strive to comply with all applicable environmental, health and safety laws and regulations are currently taking the steps indicated above. We believe that our operations are in compliance with all applicable laws and regulations on environmental matters. These laws and regulations, on federal, state and local levels, are evolving and frequently modified and we cannot predict accurately the effect, if any, they will have on its business in the future. In many instances, the regulations have not been finalized, or are frequently being modified. Even where regulations have been adopted, they are subject to varying and contradicting interpretations and implementation. In some cases, compliance can only be achieved by capital expenditure and we cannot accurately predict what capital expenditures, if any, may be required.

ITEM 2.

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

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.

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.

As of December 31, 2014, due to related parties balance of $72,889 (June 30, 2014: $71,379) represents the combination of the following:

ITEM 2.

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

Liquidity and Capital Resources (Continued)

Loan payable consists of the following:

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements including arrangements that would affect the liquidity, capital resources, market risk support and credit risk support or other benefits.

Where you can find more information

You are advised to read this Quarterly Report on Form 10-Q in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q, Annual Report on Form 10-K, and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

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, 2014 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 12th day of February, 2015.

	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.