GLNS Golden Star Resources Corporation (QB)

 

  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Commission file number 000-52837

GOLDEN STAR RESOURCE CORP.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

3340 Toopal Drive
Oceanside, CA 92058
(Address of principal executive offices, including zip code.)

(210) 862-3071
(telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨      No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: Yes ¨      No x

Indicate by check mark whether the registrant(1) has filed all reports required 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 day. Yes x      No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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 if the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x      No ¨

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2008: $0.

 

 

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PART I

ITEM 1.     BUSINESS

General

      We were incorporated in the State of Nevada on April 21, 2006. We are an exploration stage corporation. An exploration stage corporation is one engaged in the search for mineral deposits or reserves which are not in either development or production stages. We intend to conduct exploration activities on one property. We maintain our statutory registered agent's office at The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511. Our business office is located at 3340 Toopal Drive, Oceanside, California 92058. This is our mailing address as well. Our telephone number is (210) 862-3071. Ms. Miller, our secretary/treasurer, provides our office space on a rent-free basis.

      There is no assurance that a commercially viable mineral deposit exists on the property. Exploration will be required before a final evaluation of economic feasibility is determined.

      We have no plans to change our business activities or to combine with another business. We are not aware of any events or circumstances that might cause us to change our plans.

Background

      We are an exploration stage mining company, incorporated in Nevada, holding three mining claims on land owned in fee simple by the Crown. Fee simple is a term used to describe absolute ownership of real property, limited only by certain government powers. We paid Glengarry Developments Inc., a non-affiliated third party, $10,000 for the three mining claims on the property.

      We have no revenues, have achieved losses since inception, have no operations, and have been issued a going concern opinion. We are relying on the sale of our securities and loans from our officers and directors to fund operations. We have no plans to change our business activities or to combine with another business.

      As background, Canadian jurisdictions allow a mineral explorer to claim a portion of available Crown lands as its exclusive area for exploration. All Canadian lands and minerals which have not been granted to private persons are owned by either the federal or provincial governments in the name of Her Majesty. Ungranted minerals are commonly known as Crown minerals. Ownership rights to Crown minerals are vested by the Canadian Constitution in the province where the minerals are located. In the case of our property, the province is British Columbia.

      The practice of reserving the minerals from fee simple Crown grants (documentary evidence of ownership) was established in the 19 ^th century. Legislation now ensures that minerals are reserved from Crown land dispositions. The result is that the Crown is the largest mineral owner in Canada, both as the fee simple owner of Crown lands and through mineral reservations in Crown grants. Most privately held mineral titles are acquired directly from the Crown. Our property is one such acquisition. Accordingly, fee simple title to our property resides with the Crown.

 

 

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      Glengarry Developments Inc. leased the rights to mine on the property pursuant to the British Columbia Mineral Act. Thus, Glengarry Developments Inc. held exclusive rights to mine and recover all of the minerals contained within the surface boundaries of the lease continued vertically downward. We paid Glengarry Developments $10,000 for the property rights. No additional payments were made or are due Glengarry Developments Inc. The claims were recorded in Glengarry Development’s name to avoid incurring additional costs. The additional fees would be for incorporation of a British Columbia corporation and the associated legal and accounting fees. Under British Columbia law, title to British Columbia mining claims can only be held by British Columbia residents. In the case of corporations, title must be held by a British Columbian corporation. In order to comply with the law, we would have to incorporate a British Columbia wholly-owned subsidiary corporation and obtain audited financial statements. We believe those costs would be a waste of our money at this time.

      On May 9, 2006, Glengarry Developments Inc. executed a declaration of trust acknowledging that it holds the property in trust for us and that it will not deal with the property in any way, except to transfer the property to us. In the event that we find mineralized material and the mineralized material can be economically extracted, we will form a wholly-owned British Columbian subsidiary corporation to which Glengarry Developments Inc. will convey title to the property. Mineralized material is a mineralized body which has been delineated by appropriately spaced drilling or underground sampling to support sufficient tonnage and which has an average grade of metals to justify removal.

      Glengarry Developments Inc. has not provided us with a signed or executed bill of sale in our favor. In the event that Glengarry Developments Inc. transfers title to another person who then records the deed before we record our documents, the other person will have superior title and we will have none. If that event occurs, we will have to cease or suspend operations. However, the declaration of trust will be used as evidence that Glengarry Developments Inc. breached its fiduciary duty to us and Glengarry Developments Inc. may be liable to us for monetary damages for breaching the terms of its oral agreement to transfer its title to a subsidiary corporation we create.

      Thus, if we find mineralized material on the property and form a subsidiary British Columbian corporation, Glengarry Developments Inc. has agreed to issue a bill of sale for the property to our subsidiary corporation. We cannot guarantee that they will comply. To date, we have not performed any work on the property.

      The property is comprised of mining leases issued pursuant to the British Columbia Mineral Act. Glengarry Developments Inc., as lessee, has exclusive rights to mine and recover all of the minerals contained within the surface boundaries of the lease continued vertically downward. The Crown does not have the right to reclaim provided at a minimum fee of CDN$100 is paid timely. The Crown could reclaim the property in an eminent domain proceeding, but it would have to compensate the lessee for the value of the claim if it exercised the right of eminent domain. It is highly unlikely that the Crown will exercise the power of eminent domain. In general, where eminent domain has been exercised it has been in connection with incorporating the property into a provincial park.

      The property is unencumbered and there are no known competitive conditions which affect the property. Further, there is no insurance covering the property. We believe that no insurance is necessary since the property is unimproved and contains no buildings or improvements. There are no native land claims that affect title to the property. We have no plans to interest other companies in the property. If we find mineralized material, we will try to develop the property ourselves.

 

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      To date we have not performed any work on the property. We are presently in the exploration stage and cannot guarantee that a commercially viable mineral deposit, a reserve, exists in the property until further exploration is done. We will also need to perform comprehensive evaluation of economic and legal feasibility.

Claims

     The following is the tenure number, claim, date of recording and expiration date of the claim:

     In order to maintain this claim, we must pay a fee of CND$100 per year for our claim.

Location and Access

      The property contains one claim with tenure number of 549055 encompassing over 800 hectares. The claim is in the name of Glengarry Developments Inc. and is in good standing until May 29, 2009. The property lies in the Cariboo Mining division about 10 kilometers south of the village of Likely. Likely can be reached by 80 kilometers of paved road from Highway 97 and the property can be accessed by a 10 kilometer gravel road which crosses the property. It adjoins the south border of the Mount Polley Mine mineral tenures.

Physiography

      The property lies on the east margin of the central interior plateau at an elevation of about 950 metres above sea level and the topography varies by less than 20 meters. Two lakes are found on and partly on the ground. The area is partly forest covered between grassy meadows. The ground may be snow covered for 6 months of the year. Several streams on the property drain generally southwesterly. Due to the low topography the area is partly muddy.

Geology

      The property covers rocks of the Quesnelia geological terrane, which is considered very favorable for porphyry copper-gold deposition. The rock types on the property have been mapped as Triassic volcanics consisting of (1). porphyritic alkali basalt locally brecciated and containing clasts of limestone (2) ash tuff (3). mafic debris flows with minor feldspathic clasts. The tree rock groups are interpreted as being separated by faults. Immediately north of the property these rock types have been intruded by alkali diorite – syenite.

History

     There is no record or evidence of previous exploration or operations on the property.

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MAP 1

 

 

 

 

 

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MAP 2

 

 

Supplies

      Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

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Description of Property

      Other than our interest in the property, we own no plants or other property. With respect to the property, our right to conduct exploration activity is based upon our oral agreement with Glengarry Developments Inc. Under this oral agreement, Glengarry Developments Inc. has allowed us to conduct exploration activity on the property. Glengarry Developments Inc. holds the property in trust for us pursuant to a declaration of trust.

Our Proposed Exploration Program

      Our exploration target is to find 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 selected a consultant as of the date of this report. Mineralized material is a mineralized body, which has been delineated by appropriately spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we don’t find or cannot remove mineralized material, either because we do not have the money to proceed, or because it is not economically feasible, we will cease operations and you will lose your investment.

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

      The property is undeveloped raw land. Exploration and surveying has not been initiated. To our knowledge, the property has never been mined. The only event that has occurred is the acquisition of the property from Glengarry Developments Inc. and the physical examination of the property by Mr. Livgard, our geological consultant. Before mineral retrieval can begin, we must conduct exploration to determine what amounts of minerals, if any, exist on our property. After that, we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We can’t predict whether any minerals found can be economically extracted and profitably processed until we first find mineralized material.

      We do not know if we will find mineralized material. We believe that activities occurring on adjoining properties are not material to our activities. Any minerals located under adjoining property may or may not be located under our property.

     We do not claim to have any minerals or reserves whatsoever at this time on any of the property.

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

 

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      We estimate the cost of drilling will be $20 per foot drilled. The amount of drilling will depend on our financial ability to drill. Currently, we plan to drill approximately 3,000 linear feet, or up to eight holes to a depth of 300 feet. We estimate that it will take up to one month. We will pay a consultant up to a maximum of $5,000 per month for his services during the period, or a total of $5,000. The total cost for analyzing the core samples will be $3,000.

      We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves through the use of consultant. We have no plans to interest other companies in the property if we do not find mineralized material.

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

      We cannot provide you with a more detailed discussion of how our exploration program will work and our likelihood of success. That is because we have a piece of raw land and we intend to look for mineralized material. We may or may not find any mineralized material. We hope we do, but it is impossible to predict.

      We do not have any plan to generate revenue because we have not found economic mineralization yet, and it is impossible to project revenue generation from nothing.

Competitive Factors

      The gold mining industry is fragmented, that is there are many, many gold prospectors and producers, small and large. We do not compete with anyone. That is because there is no competition for the exploration or removal of minerals from the property. We will either find gold on the property or not. If we do not, we will cease or suspend operations. We are one of the smallest exploration companies in existence, an infinitely small participant in the gold mining market. Readily available gold markets exist in Canada and around the world for the sale of gold. Therefore, we will be able to sell any gold that we are able to recover.

Regulations

      Our mineral exploration program is subject to the Canadian Mineral Tenure Act Regulation. This act sets forth rules for

*	locating claims
*	posting claims
*	working claims
*	reporting work performed

      We are also subject to the British Columbia Mineral Exploration Code which tells us how and where we can explore for minerals. We must comply with these laws to operate our business. Compliance with these rules and regulations will not adversely affect our operations.

 

 

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Environmental Law

      We are also subject to the Health, Safety and Reclamation Code for Mines in British Columbia. This code deals with environmental matters relating to the exploration and development of mining properties. Its goals are to protect the environment through a series of regulations affecting:

1.	Health and Safety
2.	Archaeological Sites
3.	Exploration Access

      We are responsible to provide a safe working environment, not disrupt archaeological sites, and conduct our activities to prevent unnecessary damage to the property.

      We will secure all necessary permits for exploration and, if development is warranted on the property, will file final plans of operation before we start any mining operations. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start operations and know what will be involved from an environmental standpoint.

      We are in compliance with the act and will continue to comply with the act in the future. We believe that compliance with the act will not adversely affect our business operations in the future.

      Exploration stage companies have no need to discuss environmental matters, except as they relate to exploration activities. The only “cost and effect” of compliance with environmental regulations in British Columbia is returning the surface to its previous condition upon abandonment of the property. We believe the cost of reclaiming the property will be $750 if we drill 8 holes and $2,250 if we drill 23 holes. We have not allocated any funds for the reclamation of the property. Mr. Livgard has agreed to pay the cost of reclaiming the property should mineralized material not be discovered.

Employees

     We intend to use the services of subcontractors for manual labor exploration work on our properties.

Employees and Employment Agreements

      At present, we have no full-time employees. Our two officers and directors are part-time employees and each will devote about 10% of their time or four hours per week to our operation. Our officers and directors do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans. However, we may adopt plans in the future. There are presently no personal benefits available to our officers and directors. Marilyn Miller, one of our officers and directors, will handle our administrative duties. Because our officers and directors are inexperienced with exploration, they will hire qualified persons to perform the surveying, exploration, and excavating of the property. As of today, we have not looked for or talked to any geologists or engineers who will perform work for us in the future.

 

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ITEM 1A.  RISK FACTORS.

      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 1B.  UNRESOLVED STAFF COMMENTS.

      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 2.     DESCRIPTION OF PROPERTIES

      We do not own any property. We only have the right to explore one property and our right to conduct exploration activity is based upon an oral agreement with Glengarry Developments Inc. Under this agreement, Glengarry Developments Inc. has allowed us to conduct exploration activity on the property it holds in trust for us.

ITEM 3.     LEGAL PROCEEDINGS

     We are not presently a party to any litigation.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     During the fourth quarter, there were no matters submitted to a vote of our shareholders.

PART II

ITEM 5.     MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

      Only a limited market exists for our securities. There is no assurance that our limited market will develop into a regular trading market, or if developed, that it will be sustained. Therefore, a shareholder in all likelihood will be unable to resell his securities in our company. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.

      Our company's securities are traded over-the-counter on the Bulletin Board operated by the Financial Industry Regulatory Authority (FINRA) under the symbol “GLNS”. Our shares were listed for trading on July 3, 2007.

 

 

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Dividend Policy

      We have not declared any cash dividends. We do not intend to pay dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Section 15(g) of the Securities Exchange Act of 1934

      Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

      Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Securities authorized for issuance under equity compensation plans

      We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.

Status of our public offering

      On October 25, 2006, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number 333-137922, permitting us to offer up to 2,000,000 shares of common stock at $0.10 per share. There was no underwriter involved in our public offering.

      On March 28, 2007, we completed our public offering by raising $107,000. We sold 1,070,000 shares of our common stock at an offering price of $0.10 per share.

 

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Use of Proceeds

      Since the time of raising money by offering shares of our stock, we have proceeds of $107,000. We have used proceeds (net of $8,941 accounts payable and accrued liabilities) for the following: $88,239 for professional fees, $15,859 for consulting fees, $10,000 for a mineral claim payment, $3,583 for transfer and filing, and $7,151 for office and sundry outlays. Our total cash outlays have been offset by a $10,149 foreign exchange gain.

ITEM 6.     SELECTED FINANCIAL DATA.

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

      This section of the prospectus 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.

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

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

 

 

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

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

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

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

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

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

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

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

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

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

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

Operations to Date

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

Limited Operating History; Need for Additional Capital

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

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

 

 

 

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Liquidity and Capital Resources

      We have completed our public offering as of March 28, 2007 and to date have raised $107,060. We will use the money to explore and develop the property. The money will be applied to the items set forth in the Use of Proceeds section (above) of this report. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. We do not at this time need additional funding to complete the research and exploration stages of our plans.

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

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

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

      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 June 30 2008, our total assets were $1,381 and our total liabilities were $8,941.

ITEM 7A.  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.

 

 

 

 

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ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

GOLDEN STAR RESOURCES CORP.
(An Exploration Stage Company)

FINANCIAL STATEMENTS

JUNE 30, 2008 AND 2007

(Stated in U.S. Dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:

To the Stockholders and Directors of
Golden Star Resource Corp.
(An Exploration Stage Company)

We have audited the accompanying balance sheets of Golden Star Resource Corp. (an exploration stage company) as of June 30, 2008 and 2007, and the related statements of operations and other comprehensive income, cash flows, and stockholders’ equity (deficiency) for the years ended June 30, 2008 and 2007, and for the cumulative period from inception, April 21, 2006, to June 30, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Golden Star Resource Corp. (an exploration stage company) as of June 30, 2008 and 2007, and the results of its operations and its cash flows for the years ended June 30, 2008 and 2007 and the period from inception, April 21, 2006, to June 30, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, has negative cash flows, has a stockholders’ deficiency and is dependent upon obtaining adequate financing to fulfill its exploration activities. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-1

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GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

BALANCE SHEETS
(Stated in U.S. Dollars)

 

The accompanying notes are an integral part of these financial statements.
F-2

 

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GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
(Stated in U.S. Dollars)

 

 

 

 

The accompanying notes are an integral part of these financial statements.
F-3

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GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)

 

 

 

The accompanying notes are an integral part of these financial statements.
F-4

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GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ (DEFICIENCY) EQUITY

PERIOD FROM INCEPTION, APRIL 21, 2006, TO JUNE 30, 2008
(Stated in U.S. Dollars)

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.
F-5

 

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GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008
(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.
	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 $7,623, has incurred losses of $114,863 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

F -6

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GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008
(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 Statement of Financial Accounting Standards No. 7 (“SFAS 7”), “Accounting and Reporting for Development Stage Enterprises,” as it devotes substantially all of its efforts to acquiring and exploring mineral properties. Until such properties are acquired and developed, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage.
	b)	Cash
		Cash consists of cash on deposit with high quality major financial institutions, and to date has not experienced losses on any of its balances. The carrying amounts approximated fair market value due to the liquidity of these deposits.
	c)	Mineral Property Acquisition Payments
		The Company expenses all costs incurred on mineral properties to which it has secured exploration rights prior to the establishment of proven and probable reserves. If and when proven and probable reserves are determined for a property and a feasibility study prepared with respect to the property, then subsequent exploration and development costs of the property will be capitalized.
		The Company regularly performs evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of its investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable.
	d)	Exploration Expenditures
		The Company follows a policy of expensing exploration expenditures until a production decision in respect of the project and the Company is reasonably assured that it will receive regulatory approval to permit mining operations, which may include the receipt of a legally binding project approval certificate.
	e)	Deferred Offering Costs
		The Company defers the costs incurred to raise equity financing until that financing occurs. At such time that the issuance of new equity occurs, these costs will be netted against the proceeds received or if the financing does not occur, they will be expensed.

F-7

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GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008
(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	f)	Asset Retirement Obligations
		The Company has adopted Statement of Financial Accounting Standards No. 143 (“SFAS 143’), “Accounting for Asset Retirement Obligations”, which requires that an asset retirement obligation (“ARO”) associated with the retirement of a tangible long-lived asset be recognized as a liability in the period which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset.
		The cost of the tangible asset, including the initially recognized ARO, is depleted, such that the cost of the ARO is recognized over the useful life of the asset. The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. The fair value of the ARO is measured using expected future cash flow, discounted at the Company’s credit-adjusted risk- free interest rate. To date, no significant asset retirement obligation exists due to the early stage of exploration. Accordingly, no liability has been recorded.
	g)	Use of Estimates and Assumptions
		The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates
	h)	Financial Instruments
		The carrying values of cash and accounts payable and accrued liabilities approximate their fair value because of the short maturity of these instruments. The Company’s operations are in Canada and virtually all of its assets and liabilities are giving rise to significant exposure to market risks from changes in foreign currency rates. The Company’s financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
	i)	Environmental Costs
		Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.

F-8

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GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008
(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	j)	Income Taxes
		The Company uses the asset and liability method of accounting for income taxes in accordance with SFAS No. 109 – “Accounting for Income Taxes”. This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
	k)	Basic and Diluted Net Loss Per Share
		The Company reports basic loss per share in accordance with SFAS No. 128 – “Earnings Per Share”. Basic loss per share is computed using the weighted average number of common stock outstanding during the period. Diluted loss per share is computed using the weighted average number of common and potentially dilutive common stock outstanding during the period. As the Company generated net losses in the period presented, the basic and diluted loss per share is the same, as any exercise of options or warrants would be anti-dilutive.
	l)	Foreign Currency Translation
		The Company’s functional currency is the U.S. dollar. Transactions in Canadian dollars are translated into U.S. dollars as follows:
		i)       monetary items at the rate prevailing at the balance sheet date; ii)      non-monetary items at the historical exchange rate; iii)     revenue and expense at the average rate in effect during the applicable accounting period.
		Gains and losses on translation are recorded in the statement of operations.
3.	RECENT ACCOUNTING PRONOUNCEMENTS
	a)	In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations. This statement replaces SFAS No. 141, Business Combinations and applies to all transactions or other events in which an entity (the acquirer) obtains control of one or more businesses (the acquiree), including those sometimes referred to as “true mergers” or “mergers of equals” and combinations achieved without the transfer of consideration. This statement establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement will be effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, or the Company’s fiscal year beginning July 1, 2009. Earlier adoption is prohibited. The Company currently is unable to determine what impact the future application of this pronouncement may have on its financial statements.

F-9

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GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008
(Stated in U.S. Dollars)

3.	RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
	b)	In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS
		No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company has adopted SFAS No. 159 on July 1, 2008, resulting in no financial statement impact.
	c)	In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and requires enhanced disclosures about fair value measurements. SFAS No. 157 requires companies to disclose the fair value of their financial instruments according to a fair value hierarchy as defined in the standard. Additionally, companies are required to provide enhanced disclosure regarding financial instruments in one of the categories, including a reconciliation of the beginning and ending balances separately for each major category of assets and liabilities. In February 2008, the FASB issued FASB Staff Position (FSP) No. FAS 157-2, which delays by one year the effective date of SFAS No. 157 for certain types of non-financial assets and non-financial liabilities. As a result, SFAS No. 157 will be effective for financial statements issued for fiscal years beginning after November 15, 2007, or the Company’s fiscal year beginning January 1, 2008, for financial assets and liabilities carried at fair value on a recurring basis, and on January 1, 2009, for non-recurring non-financial assets and liabilities that are recognized or disclosed at fair value. The Company adopted SFAS No. 157 on July 1, 2008, for financial assets and liabilities carried at fair value on a recurring basis, with no material impact on its financial statements. The Company is currently unable to determine what impact the application of SFAS No. 157 on July 1, 2009, for non-recurring non-financial assets and liabilities that are recognized or disclosed at fair value, will have on its financial statements.
	d)	In September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB
		128”). SAB 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB 108 is effective for interim periods ending after November 15, 2006. The Company adopted this standard on July 1, 2007 with no material impact on the Company’s results of operations or financial position.

 

F-10

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GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008
(Stated in U.S. Dollars)

4.	MINERAL CLAIM INTEREST
	On May 9, 2006, the Company acquired, from a private company controlled by an officer/shareholder of the Company, a 100% interest in three contiguous mineral claims (now amalgamated into one mineral claim) encompassing over 800 hectares in the Cariboo Mining Division, British Columbia, Canada, for consideration of a cash payment of $10,000. Title continues to be recorded in the name of the vendor on behalf of the Company.
5.	DUE TO RELATED PARTY
	During the year ended June 30, 2008, and for the period from inception, April 21, 2006, to June 30, 2007, the Company became indebted to an officer/shareholder and a company controlled by this officer/shareholder for payments made on behalf of the Company for acquisition of mineral property claims, and legal and other costs, as well as for advances made to the Company. The unsecured, non-interest bearing advances were repaid during the year ended June 30, 2008.
6.	CAPITAL STOCK
	a)   On April 24, 2006, the Company issued 6,000,000 common shares at $0.00001 per share to two foundingshareholders.
	b)   On March 28, 2007, the Company closed its public offering and issued additional 1,070,000 common shares at $0.10.
	c)   The Company has no stock option plan, warrants or other dilutive securities.
7.	INCOME TAXES
	a)   A reconciliation of income tax expense to the amount computed at the statutory rate is as follows:

F-11

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GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008
(Stated in U.S. Dollars)

7.	INCOME TAXES (Continued) b)       Significant components of deferred income tax assets are as follows:

	c)	The Company has incurred operating losses of approximately $115,000 which, if unutilized, will expire through to 2028. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating loss carry forwards:

8.	CONTRACTUAL OBLIGATIONS AND COMMITMENTS
	The Company has no significant contractual obligations or commitments with any parties respecting executive compensation, consulting arrangements, rental premises or other matters, except as disclosed elsewhere in these notes. The officers and directors provide management services to the Company without any compensation.
9.	RELATED PARTY TRANSACTIONS
	a)	Consulting fees in the aggregate of $15,859 (2007 - $Nil) were paid to a former director and relatives of a former director.

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ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

      There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. Our financial statements for the period from inception to November 30, 2007, included in this report have been audited by Morgan & Company, Chartered Accountants, P.O. Box 10007, Pacific Centre, #1488 - 700 West Georgia Street, Vancouver, British Columbia, Canada V7Y 1A1, as set forth in this annual report.

PART III

ITEM 9A.   CONTROLS AND PROCEDURES .

Evaluation of Disclosure Controls and Procedures

      Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports our files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

Management’s Report on Internal Controls over Financial Reporting

      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 9B.   OTHER INFORMATION

     None.

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

      Our directors serve until their successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serve until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation committees.

     The names, addresses, ages and positions of our present officers and directors are set forth below:

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      The persons named above have held their offices/positions are expected to hold their offices/positions until the next annual meeting of our stockholders.

Background of Officers and Directors

      On October 17, 2007, Steven Bergstrom was appointed President, Principal Executive Officer and member of the Board of Directors. Since April 1985, Mr. Bergstrom has been serving as President for Triad Exploration Inc. a private Washington based, exploration company. He founded Triad Exploration to exploit opportunities in the base and precious metal mining industry. Triad Exploration specializes in the acquisition of base and precious metal mining properties and also provides consulting services to other mineral exploration companies. From December 1986 until February 2001, Mr. Bergstrom was Vice President of Mining Operations for Triumph Corporation, a private Colorado exploration company headquartered in Spokane Valley, Washington. Triumph Corporation is a precious metals exploration company. Mr. Bergstrom currently sits on the Board of Directors of Triumph Corporation. From September 1999 to March 2003, Mr. Bergstrom was a Director for Nevak Mining Ltd., a private Nevada based, gold producing company no longer in operation. The Mud Creek Mine on the Seward Peninsula in Alaska was the once operational mine of Nevak Mining. From October 1979 to November 1984, Mr. Bergstrom founded and served as President for International Bullion Inc., a private Nevada based, exploration company no longer in operation. International Bullion was a mining company that built, operated, and sold a heap leach gold project in Nevada. The company expanded it operations to include the direct importation of precious metal concentrates and precipitates that were subsequently processed and sold to refineries. Steve Bergstrom also serves as President for Silver Hill Mines Inc, a Nevada exploration company headquartered in Greenacres, Washington. He is President of Alliance Aviation LLC, a Nevada aviation services company headquartered in Laguna Niguel, California; Alliance Aviation's primary aviation service will be charter operations for corporate clients. Other aviation services provided will be aircraft leasing, maintenance, and finance. He is President of Western Locators LLC, a Harrison, Idaho based exploration services and land services company; Western Locators provides exploration services such as claim staking, filing services, property acquisition consulting, land status reports, and other services necessary for the evaluation and acquisition of potential mineral properties. He is a Managing Member of AuTech LLC, a Nevada based gold extraction technology company with headquarters in Verndale, Washington. AuTech is involved in acquiring and developing a proprietary process related to the extraction of gold from ores. All of these companies are private companies. He holds a bachelors degree in Economics from North Dakota State University(1970), has served as an E-4 in the US Army at West Point and he is a Vietnam Veteran.

 

 

 

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      On September 5, 2008, Marilyn Miller was appointed principal accounting officer, principal financial officer, secretary/treasurer and a member of the board of directors. Since May 26, 2005, Marilyn Miller has been the Vice President of Marathon Gold Corp. and a member of the board of directors. Marathon Gold is in the business of gold mining and exploration. Since January 2007, Ms. Miller has been a director of Cierra Pacific Ventures. Cierra Pacific is in the business of mining exploration. Cierra Pacific does not file reports with the United States Securities and Exchange Commission, but is listed for trading on the TSX Venture Exchange under the symbol CIZ.H. Since April 2007, Ms. Miller has been President, Secretary Treasurer and a director of Royal Mining Corp., a private company. Since June 2007, Ms. Miller has been the President, Secretary, Treasurer and a director of Goldstream Mining Corp., a private company. Since July 2007, Ms. Miller has been a director of Tapestry Resource Corp. Tapestry Ventures is engaged in the business of mining exploration. Tapestry Ventures does not file reports with the United States Securities and Exchange Commission, but is listed for trading on the TSX Venture Exchange under the symbol TPV.H. From December 2000 to 2001, Ms. Miller was earning her degree at the Gemological Institute of America (GIA) in San Diego. Ms. Miller is self-employed as a GIA Graduate Gemologist Consultant since October, 2001. The Gemological Institute of America (GIA) is the world’s foremost respected authority in gemology. Marilyn Miller graduated as a Graduate Gemologist from GIA in May, 2001. Since December 2001, Ms. Miller has been President of Obelisk International Corporation. Obelisk International Corporation is located in Vancouver, British Columbia and is involved in the capital raising and development of diamond exploration and other resource projects. Marilyn Miller previously worked as an Investment Associate with REFCO Canada Corporation in Toronto, Ontario from February 1995 to June 2000. Marilyn Miller was an Investment Associate for RBC Dominion Securities, in Toronto, Ontario from September 1992 to January 1995. Marilyn Miller attended the University of Toronto, September 1988 to May 1992.

Conflicts of Interest

      At the present time, we do not foresee a direct conflict of interest because we do not intend to acquire any additional properties. The only conflict that we foresee is Mr.Bergstrom’s and Ms. Miller’s devotion of time to projects that do not involve us. In the event that Mr. Bergstrom and Ms. Miller ceases devoting time to our operations, they have agreed to resign as officers and directors. We have no policies relating to conflicts of interest.

Involvement in Certain Legal Proceedings

      Other than as described in this section, to our knowledge, during the past five years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two yeas before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection

 

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with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Audit Committee and Charter

      We have a separately-designated audit committee of the board. Audit committee functions are performed by our board of directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of our audit committee charter was filed as Exhibit 99.2 to our Form 10-KSB, on September 28, 2007. The audit committee met four (4) times during the year.

Audit Committee Financial Expert

      None of our directors or officers have the qualifications or experience to be considered a financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our limited operations, we believe the services of a financial expert are not warranted.

Code of Ethics

      We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics has been filed as Exhibit 14.1 to our Form 10-KSB, on September 28, 2007.

Disclosure Committee and Charter

      We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of the disclosure committee charter is filed as Exhibit 99.3 to our Form 10-KSB, on September 28, 2007.

 

 

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Section 16(a) of the Securities Exchange Act of 1934

      As of the date of this report, we are subject to section 16(a) of the Securities Exchange Act of 1934

ITEM 11.     EXECUTIVE COMPENSATION

      The following table sets forth the compensation paid by us to our officers from inception on May 26, 2005 through June 30, 2008. The compensation addresses all compensation awarded to, earned by, or paid to the named executive officers for the fiscal year ended June 30, 2008. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.

      The following table sets forth information with respect to compensation paid by us to our directors during the last completed fiscal year. Our fiscal year end is June 30.

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      We have not paid any salaries in 2008 and we do not anticipate paying any salaries at any time in 2009. We will not begin paying salaries until we have adequate funds to do so. Our directors do not receive any compensation for serving as members of the board of directors.

      There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

      To date, we have not entered into employment contracts with any of our officers and do not intend to enter into any employment contracts until we have adequate funds to do so.

Long-Term Incentive Plan Awards

      We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Indemnification

      Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding in which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

      Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

 

 

 

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[1]	The persons named above "promoters" as defined in the Securities Exchange Act of 1934. Mr. Bergstrom and Ms. Miller are the only "promoters" of our company.
[2]	Ms. MacDonald holds title to her common stock in the name of Dimac Capital Corp., a British Columbia corporation which she owns and controls.

Future Sales by Existing Stockholders

      A total of 6,000,000 shares of our stock are currently owned by one of our officers and directors, Marilyn Miller, and one individual. 3,000,000 shares of common stock were issued to Dimac Capital Corp., a corporation owned and controlled by Kathrine MacDonald, our former officer and director, in April 2006. Another 3,000,000 shares of common stock were issued to Marilyn Miller, one of our officers and directors. The 6,000,000 shares are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition. Rule 144 provides that a person may not sell more than 1% of the total outstanding shares in any three month period and the sales must be sold either in a brokers’ transaction or in a transaction directly with a market maker.

      Ms. MacDonald and Ms. Miller will likely sell a portion of their stock, if the market price goes above $0.10. If they sell their stock into the market, the sales may cause the market price of the stock to drop. In general, sales of shares held by officers or large shareholders, after applicable restrictions expire, could have a depressive effect on the market price of our common stock.

      Because our officers, directors and a principle shareholder control us, regardless of the number of shares sold, your ability to change the course of our operations is eliminated. As such, there is no value attributable to the right to vote. This could result in a reduction in value to the shares you own because of the ineffective voting power.

      No common stock is subject to outstanding options, warrants or securities convertible into common stock.

 

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ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

      In April 2006, 3,000,000 shares of common stock were issued to Dimac Capital Corp., a corporation owned and controlled by Kathrine MacDonald, our former officer and director. Additionally, 3,000,000 shares of common stock were issued to Marilyn Miller, one of our officers and directors. These transactions were accounted for as acquisitions of shares of common stock for consideration of $30.

      Mr. Bergstrom and Ms. Miller are our only promoters. They have not received or will they receive anything of value from us, directly or indirectly, in their capacities as promoters.

      Dimac Capital Corp. advanced $20,760 to cover some initial expenses. Egil Livgard, our geological consultant, advanced $10,000 to cover the cost of staking.

      Consulting fees in the aggregate of $15,589 were paid to a former director and relatives of a former director.

ITEM 14.     PRINCIPAL ACCOUNTING FEES AND SERVICES

(1) Audit Fees

      The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

(2) Audit-Related Fees

      The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

	2008	$	6,638	Morgan & Company, Chartered Accountant
	2007	$	3,409	Morgan & Company, Chartered Accountant

(3) Tax Fees

      The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

	2008	$	0	Morgan & Company, Chartered Accountant
	2007	$	0	Morgan & Company, Chartered Accountant

 

 

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(4) All Other Fees

      The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

	2008	$	0	Morgan & Company, Chartered Accountant
	2007	$	0	Morgan & Company, Chartered Accountant

      (5) Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

      (6) The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.

PART IV

ITEM 15.     EXHIBITS

     The following is a complete list of exhibits filed as part of this annual report:

 

 

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SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized on this 14 ^th day of October, 2008.

GOLDEN STAR RESOURCES CORPORATION

BY:   STEVEN BERGSTROM
         Steven Bergstrom, President and Principal
         Executive Officer


BY:   MARILYN MILLER
         Marilyn Miller, Principal Accounting Officer,
         Principal Financial Officer, Secretary and
         Treasurer

      In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

 

 

 

 

 

 

 

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EXHIBIT INDEX

 

		Incorporated by reference
					Filed
Exhibit	Document Description	Form	Date	Number	herewith
3.1	Articles of Incorporation.	SB-2		3.1
3.2	Bylaws.	SB-2		3.2
4.1	Specimen Stock Certificate.	SB-2		4.1
14.1	Code of Ethics.	10-KSB	9/28/07	14.1
31.1	Certification of Principal Executive Officer pursuant to				X
	15d-15(e), promulgated under the Securities and
	Exchange Act of 1934, as amended.
31.2	Certification of Principal Financial Officer pursuant to				X
	15d-15(e), promulgated under the Securities and
	Exchange Act of 1934, as amended.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as				X
	adopted pursuant to Section 906 of the Sarbanes-Oxley
	Act of 2002 (Chief Executive Officer).
32.2	Certification pursuant to 18 U.S.C. Section 1350, as				X
	adopted pursuant to Section 906 of the Sarbanes-Oxley
	Act of 2002 (Chief Financial Officer).
99.2	Audit Committee Charter.	10-KSB	9/28/07	99.2
99.3	Disclosure Committee Charter.	10-KSB	9/28/07	99.3

 

 

 

 

 

 

 

 

 

 

 

 

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