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 |
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FOR
THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015 |
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OR |
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[ ] |
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.)
(760)
464-9869
(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 [ ]
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 [ ]
NO [ ]
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 |
[ ] |
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Accelerated
filer |
[ ] |
Non-accelerated
filer |
[ ] |
|
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 [ ]
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 September 30, 2015.
TABLE
OF CONTENTS
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PART I – FINANCIAL INFORMATION |
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FINANCIAL
STATEMENTS |
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Item 1. |
Financial Statements: |
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4 |
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Balance Sheets as of September 30, 2015 and June 30, 2014. |
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4 |
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Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2015, December 31, 2014 and from April 21, 2006 to September 30, 2015. |
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5 |
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Statements of Cash Flows for the nine months ended September 30, 2015, September 30, 2014 and from April 21, 2006 to September 30, 2015. |
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6 |
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Statements of Stockholders’ (Deficiency) Equity from April 21, 2006 to September 30, 2015. |
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7 |
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Notes to Financial Statements |
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8 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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13 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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15 |
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Item 4. |
Controls and Procedures |
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15 |
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PART II – OTHER INFORMATION |
Item 1A. |
Risk Factors |
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16 |
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Item 6. |
Exhibits |
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16 |
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Signatures |
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17 |
GOLDEN
STAR RESOURCE CORP.
(An
Exploration Stage Company)
FINANCIAL
STATEMENTS
SEPTEMBER
30, 2015 AND 2014
(Stated
in U.S. Dollars)
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements
GOLDEN
STAR RESOURCE CORP.
(An
Exploration Stage Company)
(Unaudited)
BALANCE
SHEETS
(Stated
in U.S. Dollars)
| |
September 30, 2015 | | |
June 30, 2015 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | | |
| | |
| |
| | | |
| | |
Current | |
| | | |
| | |
Cash | |
$ | 4 | | |
$ | 16 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 4 | | |
$ | 16 | |
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| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY) | |
| | | |
| | |
| |
| | | |
| | |
Current | |
| | | |
| | |
Accounts payables and accrued liabilities | |
$ | 175,575 | | |
$ | 176,153 | |
Loan payable (Note 7) | |
| 216,615 | | |
| 216,038 | |
Due
to related parties (Note 6) | |
| 82,959 | | |
| 82,959 | |
TOTAL LIABILITIES | |
| 475,150 | | |
| 475,150 | |
| |
| | | |
| | |
STOCKHOLDERS’ (DEFICIENCY) EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Capital stock (Note 5) | |
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Authorized: | |
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| | |
100,000,000 voting common shares with a par value of $0.00001 per share | |
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100,000,000 preferred shares with a par value of $0.00001 per share; none issued | |
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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 | |
| (582,206 | ) | |
| (582,194 | ) |
| |
| (475,146 | ) | |
| (475,134 | ) |
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| | | |
| | |
TOTAL
LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY) EQUITY | |
$ | 4 | | |
$ | 16 | |
Nature
of operations and going concern (note 1)
The
accompanying notes are an integral part of these financial statements
GOLDEN
STAR RESOURCE CORP.
STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated
in U.S. Dollars)
(Unaudited)
| |
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CUMULATIVE | |
| |
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| | |
PERIOD FROM | |
| |
3 Months Ended | | |
INCEPTION | |
| |
September 30, | | |
APRIL 21, 2006 TO | |
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2015 | | |
2014 | | |
September 30, 2015 | |
| |
| | |
| | |
| |
Expenses | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Professional fees | |
| - | | |
$ | - | | |
$ | 193,998 | |
Administration | |
| - | | |
| - | | |
| 49,500 | |
Consulting fees | |
| - | | |
| - | | |
| 98,359 | |
Mineral claim maintenance fees | |
| - | | |
| - | | |
| 13,177 | |
Transfer and filing fees | |
| - | | |
| 2,795 | | |
| 53,465 | |
Office and sundry | |
| 12 | | |
| - | | |
| 49,354 | |
Interest expenses | |
| - | | |
| 4,072 | | |
| 54,196 | |
Rent | |
| - | | |
| - | | |
| 18,500 | |
Travel | |
| - | | |
| - | | |
| 54,381 | |
Foreign exchange (gain) loss | |
| - | | |
| - | | |
| (2,724 | ) |
| |
| 12 | | |
| 6,867 | | |
| 582,206 | |
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Net Loss and Comprehensive Loss | |
| (12 | ) | |
| (6,867 | ) | |
| (582,206 | ) |
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Basic and fully diluted loss per share | |
| (0.00 | ) | |
$ | (0.00 | ) | |
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Weighted average number of common shares outstanding | |
| 7,070,000 | | |
| 7,070,000 | | |
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The
accompanying notes are an integral part of these financial statements
GOLDEN
STAR RESOURCE CORP.
STATEMENTS
OF CASH FLOWS
(Stated
in U.S. Dollars)
(Unaudited)
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CUMULATIVE | |
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PERIOD FROM | |
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THREE MONTHS ENDED | | |
INCEPTION | |
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September 30, | | |
APRIL 21, 2006 TO | |
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2015 | | |
2014 | | |
September 30, 2015 | |
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Cash flow from operating activities: | |
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Net loss for the period | |
$ | (12 | ) | |
$ | (6,867 | ) | |
$ | (582,206 | ) |
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Items not affecting cash: | |
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Accrued interest expense | |
| - | | |
| 4,072 | | |
| 54,196 | |
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Accounts
payables and accrued liabilities | |
| (578 | ) | |
| (9,167 | ) | |
| 121,379 | |
Net Cash Used in Operating Activities | |
| (590 | ) | |
| (11,962 | ) | |
| (406,631 | ) |
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Cash flow from financing activities | |
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Loan payable | |
| 578 | | |
| 11,961 | | |
| 216,616 | |
Due to related parties | |
| - | | |
| - | | |
| 82,959 | |
Issue of share
capital | |
| - | | |
| - | | |
| 107,060 | |
Net Cash Provided by Financing Activities | |
| 578 | | |
| 11,961 | | |
| 406,635 | |
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Cash increase (decrease) in the period | |
| (12 | ) | |
| (1 | ) | |
| 4 | |
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Cash, beginning of period | |
| 16 | | |
| 3 | | |
| - | |
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Cash, end of period | |
$ | 4 | | |
$ | 2 | | |
$ | 4 | |
GOLDEN
STAR RESOURCE CORP.
STATEMENTS
OF STOCKHOLDERS’ (DEFICIENCY) EQUITY
FOR
THE PERIOD ENDED SEPTEMBER 30, 2015
(Stated
in U.S. Dollars)
(Unaudited)
| |
NUMBER OF
COMMON
SHARES | | |
PAR
VALUE | | |
ADDITIONAL
PAID-IN
CAPITAL | | |
DEFICIT
ACCUMULATED
DURING THE
EXPLORATION
STAGE | | |
TOTAL | |
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Balance, June 30, 2012 | |
| 7,070,000 | | |
| 70 | | |
| 106,990 | | |
| (345,516 | ) | |
| (238,456 | ) |
Net loss for the year | |
| - | | |
| - | | |
| - | | |
| (125,932 | ) | |
| (125,932 | ) |
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| | | |
| | | |
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Balance, June 30, 2013 | |
| 7,070,000 | | |
| 70 | | |
| 106,990 | | |
| (471,448 | ) | |
| (364,388 | ) |
Net loss for the year | |
| - | | |
| - | | |
| - | | |
| (53,610 | ) | |
| (53,610 | ) |
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| | | |
| | | |
| | | |
| | | |
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Balance, June 30, 2014 | |
| 7,070,000 | | |
| 70 | | |
| 106,990 | | |
| (525,058 | ) | |
| (417,998 | ) |
Net loss for the year | |
| - | | |
| | | |
| | | |
| (57,136 | ) | |
| (57,136 | ) |
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Balance, June 30, 2015 | |
| 7,070,000 | | |
| 70 | | |
| 106,990 | | |
| (582,194 | ) | |
| (475,134 | ) |
Net loss for the period | |
| - | | |
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| | | |
| (12 | ) | |
| (12 | ) |
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| | | |
| | | |
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Balance, September 30, 2015 | |
| 7,070,000 | | |
| 70 | | |
| 106,990 | | |
| (582,206 | ) | |
| (475,146 | ) |
GOLDEN
STAR RESOURCE CORP.
NOTES
TO FINANCIAL STATEMENTS
SEPTEMBER
30, 2015
(Stated
in U.S. Dollars)
(Unaudited)
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 2013, the Company entered into an agreement with Mayan Mineral Ltd. to acquire
a resource property in Nevada (Note 4). Currently, the Company is actively looking for other mineral properties for its planned
business operation.
Going
Concern
These
financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America
(“US GAAP”) applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business.
The
general business strategy of the Company is to acquire and explore mineral properties. The continued operations of the Company
and the recoverability of mineral property costs is dependent upon the existence of economically recoverable mineral reserves,
the ability of the Company to obtain necessary financing to complete the development of its properties, and upon future profitable
production. The Company has not generated any revenues or completed development of any properties to date. Further, the Company
has a working capital deficit of $475,146 (June 30, 2015 - $475,134), has incurred losses of $582,206 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.
NOTES
TO FINANCIAL STATEMENTS
SEPTEMBER
30, 2015
(Stated
in U.S. Dollars)
(Unaudited)
2. |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
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 September 30, 2015 (June 30, 2015: $nil).
|
b) |
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.
|
c) |
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.
|
d) |
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.
GOLDEN
STAR RESOURCE CORP.
NOTES
TO FINANCIAL STATEMENTS
SEPTEMBER
30, 2015
(Stated
in U.S. Dollars)
(Unaudited)
2. |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
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e) |
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.
ASC
820, “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent,
objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the
fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes
the inputs into three levels that may be used to measure fair value:
Level
1 - Quoted prices in active markets for identical assets or liabilities;
Level
2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
Level
3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions
about the assumptions that market participants would use in pricing.
The
Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, loan payable and
due to 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.
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.
GOLDEN
STAR RESOURCE CORP.
NOTES
TO FINANCIAL STATEMENTS
SEPTEMBER
30, 2015
(Stated
in U.S. Dollars)
(Unaudited)
2. |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
|
h) |
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.
|
i) |
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
August 2014, FASB issued ASU 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure
of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The FASB’s objective in issuing
this ASU is to reduce diversity in the timing and content of footnote disclosures. The amendment is effective for the annual period
ending after December 15, 2015 and for annual periods and interim periods thereafter. Early adoption is permitted. We are currently
assessing the impact of the adoption of this update on our financial position or results of operations.
In
January 2015, the FASB issued ASU 2015-01, Income Statement-Extraordinary and Unusual Items (Subtopic 225-20), Simplifying Income
Statement Presentation by Eliminating the Concept of Extraordinary Items, which eliminates the concept of extraordinary items.
Under this new guidance, entities will no longer be required to separately classify, present and disclose extraordinary events
and transactions. The amendments in this update are effective for annual and interim periods beginning after December 15, 2015.
The Company is evaluating the impact of ASU 2015-01 and an estimate of the impact to the consolidated financial statements cannot
be made at this time.
The
Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial
statements.
4. |
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, granted the Company all of its 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.
GOLDEN
STAR RESOURCE CORP.
NOTES
TO FINANCIAL STATEMENTS
SEPTEMBER
30, 2015
(Stated
in U.S. Dollars)
(Unaudited)
4.
|
MINERAL
CLAIM INTEREST (continued) |
The
Company did not incur further expenditures on the property during the quarter ended September 30, 2015 as well as for the year
ended June 30, 2015 due to lack of financing.
|
a) |
On
April 24, 2006, the Company issued 6,000,000 common shares at $0.00001 per share to two founding shareholders. |
|
|
|
|
b) |
On
March 28, 2007, the Company completed its public offering and issued 1,070,000 common shares at $0.10. |
|
|
|
|
c) |
The
Company did not issue any shares during the quarter ended September 30, 2015 and has no stock option plan, warrants or other
dilutive securities. |
6.
|
DUE
TO RELATED PARTIES |
As
of September 30, 2015, due to related parties balance of $82,959 (June 30, 2015: $82,959) represents the combination of the following:
|
a) |
$54,959
(June 30, 2015: $54,959) 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; |
|
|
|
|
b) |
$28,000
(June 30, 2015: $28,000) 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. Also see Note
7. |
Loan
payable consists of the following:
$143,700
(June 30, 2015: $143,700) 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 ATP Corporate Services Corp. (a non-related party) and Bobcat Development, respectively. The loan
amount is unsecured, due on demand and non-interest bearing for the three months ended September 30, 2015. During the three months
ended September 30, 2015, the Company incurred and accrued interest expense of $nil (September 30, 2014: $3,052).
$57,859
(June 30, 2015: $57,859) was payable to Bobcat Development. The loan amount is unsecured, due on demand and non-interest bearing
for the three months ended September 30, 2015. During the three months ended September 30, 2015, the Company incurred and accrued
interest expenses of $nil (September 30, 2014: $925).
$15,057
(June 30, 2015: $14,479) was payable to Dimac Capital (a related party). The loan amount is unsecured, due on demand and non-interest
bearing for the three months ended September 30, 2015. During the three months ended September 30, 2015, the Company incurred
and accrued interest expenses of $nil (September 30, 2014: $75).
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.
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
April 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.
In
March 2007, we issued 1,070,000 shares of common stock in consideration of $107,000 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 September 30, 2015, due to related parties balance of $82,959 (June 30, 2015: $82,959) represents the combination of the following:
|
a) |
54,959
(June 30, 2015: $54,959) 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; |
|
|
|
|
b) |
$28,000
(June 30, 2015: $28,000) 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. Also see Note
7. |
Liquidity
and Capital Resources (Continued)
Loan
payable consists of followings:
$143,700
(June 30, 2015: $143,700) 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 ATP Corporate Services Corp. (a non-related party) and Bobcat Development, respectively. The
loan amount is unsecured, due on demand and non-interest bearing for the three months ended September 30, 2015.
During
the three months ended September 30, 2015, the Company incurred and accrued interest expense of $nil (September 30, 2014: $3,052).
$57,859
(June 30, 2015: $57,859) was payable to Bobcat Development. The loan amount is unsecured, due on demand and non-interest bearing
for the three months ended September 30, 2015. During the three months ended September 30, 2015, the Company incurred and accrued
interest expenses of $nil (September 30, 2014: $925).
$15,057
(June 30, 2015: $14,479) was payable to Dimac Capital (a related party). The loan amount is unsecured, due on demand and non-interest
bearing for the three months ended September 30, 2015. During the three months ended September 30, 2015, the Company incurred
and accrued interest expenses of $nil (September 30, 2014: $75).
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 March 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. |
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31.2 |
|
Certification of
Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 |
|
Certification of
Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2 |
|
Certification of
Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002. |
|
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101.INS |
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XBRL Instance Document |
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101.SCH |
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XBRL Taxonomy Extension
Schema |
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101.CAL |
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XBRL Taxonomy Extension
Calculation Linkbase |
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101.DEF |
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XBRL Taxonomy Extension
Definition Linkbase |
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101.LAB |
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XBRL Taxonomy Extension
Label Linkbase |
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101.PRE |
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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 13th day of November, 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. |
Exhibit
31.1
SARBANES-OXLEY
SECTION 302(a) CERTIFICATION
I,
Steven Bergstrom, certify that:
1. |
I
have reviewed this 10-Q for the quarter ended September 30, 2015 of Golden Star Resource Corp.; |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
|
|
4. |
The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)): |
|
|
|
a. |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
Designed
such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principals; |
|
|
|
|
c. |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; and |
|
|
|
|
d. |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and |
|
|
|
5. |
The
registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions): |
|
|
|
a. |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
|
|
|
|
b. |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date:
November 13, 2015 |
/s/
STEVEN BERGSTROM |
|
Steven
Bergstrom |
|
Principal
Executive Officer |
Exhibit
31.2
SARBANES-OXLEY
SECTION 302(a) CERTIFICATION
I,
Marilyn Miller, certify that:
1. |
I
have reviewed this 10-Q for the quarter ended September 30, 2015 of Golden Star Resource Corp.; |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
|
|
4. |
The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)): |
|
|
|
a. |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
Designed
such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principals; |
|
|
|
|
c. |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; and |
|
|
|
|
d. |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and |
|
|
|
5. |
The
registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions): |
|
|
|
a. |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
|
|
|
|
b. |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date:
November 13, 2015 |
/s/
MARILYN MILLER |
|
Marilyn
Miller |
|
Principal
Financial Officer |
Exhibit
32.1
CERTIFICATION
PURSUANT TO
18
U.S.C. Section 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Golden Star Resource Corp. (the “Company”) on Form 10-Q for the
period ended September 30, 2015 as filed with the Securities and Exchange Commission on the date here of (the
“report”), I, Steven Bergstrom, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
(1) |
The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
(2) |
The
information contained in this Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
Dated
this 13th day of November, 2015.
|
/s/
STEVEN BERGSTROM |
|
Steven
Bergstrom |
|
Chief
Executive Officer |
Exhibit
32.2
CERTIFICATION
PURSUANT TO
18
U.S.C. Section 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Golden Star Resource Corp. (the “Company”) on Form 10-Q for the
period ended September 30, 2015 as filed with the Securities and Exchange Commission on the date here of (the
“report”), I, Marilyn Miller, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
(1) |
The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
(2) |
The
information contained in this Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
|
|
|
Dated
this 13th day of September, 2015.
|
/s/
MARILYN MILLER |
|
Marilyn
Miller |
|
Chief
Financial Officer |
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