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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED September 30, 2023

 

OR

 

☐ 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 ☒ 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 ☐   Accelerated filer ☐
Non-accelerated filer ☐   Smaller reporting company ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

 

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 November 07, 2023.

 

 

 

 
 

 

TABLE OF CONTENTS

 

  PART I – FINANCIAL INFORMATION  
     
  FINANCIAL STATEMENTS 3
     
Item 1. Financial Statements: 3
     
  Balance Sheets as of September 30, 2023 and June 30, 2023 4
     
  Statements of Operations and Comprehensive Income (Loss) for the three months ended September 30, 2023 and 2022 5
     
  Statements of Cash Flows for the three months ended September 30, 2023 and 2022 6
     
  Statements of Stockholders' (Deficiency) Equity for the period ended September 30, 2023 7
     
  Notes to Financial Statements 8
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 10
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
     
Item 4. Controls and Procedures 12
     
  PART II – OTHER INFORMATION  
     
Item 1A. Risk Factors 13
     
Item 2. Properties 13
     
Item 6. Exhibits 16
     
Signatures 17

 

2
 

 

GOLDEN STAR RESOURCE CORP.

 

CONDENSED INTERIM FINANCIAL STATEMENTS

 

THREE MONTHS ENDED

 

September 30, 2023 AND 2022

 

(Stated in U.S. Dollars)

(Unaudited)

 

3
 

 

GOLDEN STAR RESOURCE CORP.

CONDENSED INTERIM BALANCE SHEETS

(Stated in U.S. Dollars)

(Unaudited)

 

   September 30, 2023  

June 30,

2023

 
ASSETS          
           
Current          
Cash  $(4)  $9 
Prepaid fees   6,650    2,660 
TOTAL ASSETS   6,646    2,669 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)          
           
Current          
Accounts payables and accrued liabilities  $46,680   $46,538 
Loan payable (Note 7)   284,058    284,058 
Due to related parties (Note 6)   460,832    443,485 
TOTAL LIABILITIES   791,571    774,081 
           
STOCKHOLDERS’ (DEFICIENCY) EQUITY          
           
Capital stock (Note 5)          
Authorized:          
100,000,000 voting common shares with a par value of $0.00001 per share          
100,000,000 preferred shares with a par value of $0.00001 per share; none issued          
Issued:          
7,070,000 common shares  $70   $70 
Additional paid in capital   106,990    106,990 
Deficit accumulated during the exploration stage   (891,985)   (878,472)
 TOTAL STOCKHOLDERS’ (DEFICIENCY) EQUITY    (784,925)   (771,412)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY) EQUITY  $6,646   $2,669 

  

Nature of operations and going concern (Note 1)

 

The accompanying notes are an integral part of these condensed interim financial statements

 

4
 

 

GOLDEN STAR RESOURCE CORP.

CONDENSED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Stated in U.S. Dollars)

(Unaudited)

 

   2023   2022 
   THREE MONTHS ENDED 
   September 30, 
   2023   2022 
Expenses          
           
Bank fees  $13   $14 
Professional fees   6,200    11,852 
Office expenses   2,500    2,000 
Transfer and filing fees   4,799    5,602 
Operating Expenses   13,513    19,468 
           
Net Loss and Comprehensive Loss  $(13,513)  $(19,468)
           
Basic and fully diluted loss per share  $(0.00)  $(0.00)
           
Weighted average number of common shares outstanding   7,070,000    7,070,000 

 

The accompanying notes are an integral part of these condensed interim financial statements

 

5
 

 

GOLDEN STAR RESOURCE CORP.

CONDENSED INTERIM STATEMENTS OF CASH FLOWS

(Stated in U.S. Dollars)

(Unaudited)

 

   2023   2022 
   THREE MONTHS ENDED 
   September 30, 
   2023   2022 
         
Cash flow from operating activities:          
           
Net loss for the period  $(13,513)  $(19,468)
           
Change in working capital Items:          
Prepaid fees   (3,990)   (3,810)
Accounts payables and accrued liabilities   142    (7,250)
Net Cash Used in Operating Activities   (17,360)   (30,528)
           
Cash flow from financing activities          
Due to related parties   17,347    30,528 
Net Cash Provided by Financing Activities   17,347    30,528 
           
Cash increase (decrease) in the period   (13)   - 
           
Cash, beginning of period   9    - 
           
Cash, end of period  $(4)  $- 

 

The accompanying notes are an integral part of these condensed interim financial statements

 

6
 

 

GOLDEN STAR RESOURCE CORP.

CONDENSED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

(Stated in U.S. Dollars)
(Unaudited)

 

                     
   NUMBER OF COMMON SHARES   PAR VALUE   ADDITIONAL PAID-IN CAPITAL   DEFICIT ACCUMULATED DURING THE PERIOD   TOTAL 
                     
Balance, June 30, 2023   7,070,000   $70   $106,990   $(878,472)  $(771,412)
Net loss   -    -    -    (13,513)   (13,513)
                          
Balance, September 30, 2023   7,070,000   $70   $106,990   $(891,985)  $(784,925)

 

    NUMBER OF COMMON SHARES    PAR VALUE    ADDITIONAL PAID-IN CAPITAL    DEFICIT ACCUMULATED DURING THE PERIOD    TOTAL 
                          
Balance, June 30, 2022   7,070,000   $70   $106,990   $(832,251)  $(725,191)
Net loss   -    -    -    (19,468)   (19,468)
                          
Balance, September 30, 2022   7,070,000   $70   $106,990   $(851,720)  $(744,660)

 

The accompanying notes are an integral part of these condensed interim financial statements

 

7
 

 

GOLDEN STAR RESOURCE CORP.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

September 30, 2023

(Stated in U.S. Dollars)

(Unaudited)

 

1. NATURE OF OPERATIONS AND GOING CONCERN

 

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

 

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 $784,925 (June 30, 2023 - $771,412), has incurred losses of $891,985 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 condensed interim financial statements do not include any adjustments that might result from this uncertainty.

 

2. BASIS OF PRESENTATION

 

The accompanying condensed interim financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S Securities and Exchange Commission (“SEC”) for interim financial information. The condensed interim financial statements reflect all normal recurring adjustments, which, in the portion of management, are considered necessary for a fair presentation of the results for the periods shown. The results of operations for the periods presented are not necessarily indicative of the results expected for any future period. The information included in these condensed interim financial statements should be read in conjunction with Management’s Discussion and Analysis and the audited financial statements and accompanying notes filed in Form 10-K for the year ended June 30, 2023 filed on September 28, 2023 with the U.S. Securities and Exchange Commission.

 

8
 

 

GOLDEN STAR RESOURCE CORP.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

September 30, 2023

(Stated in U.S. Dollars)

(Unaudited)

 

3. RECENT ADOPTED AND FUTURE ACCOUNTING STANDARD

 

RECENT ADOPTED ACCOUNTING STANDARD

 

The adoption of recently issued accounting pronouncements did not have a significant impact on the Company’s results of operations, financial position or cash flow statements.

 

RECENT ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED

 

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying 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, in consideration of $10 and other valuable consideration, remise, release, and forever quitclaim unto the Company all of Grantor’s right, title, and interest in and to the GSR group of unpatented lode mining claims situated in Churchill Country, Nevada. As a result, the Company has obtained title to the GSR claims in August 2013.

 

The Company did not incur further expenditures on the property during the period ended September 30, 2023 (June 30, 2023: $nil) due to lack of cash. The value of mineral property was written off in prior years.

 

5. CAPITAL STOCK

 

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 closed its public offering and issued additional 1,070,000 common shares at $0.10.

 

c)The Company has not issued any shares during the period ended September 30, 2023 and year ended June 30, 2023 and it has no stock option plan, warrants or other dilutive securities.

 

 

6. DUE TO RELATED PARTIES

 

As of September 30, 2023, due to related parties balance of $460,832 (June 30, 2023: $443,485) represents the combination of the following:

 

a)$357,332 (June 30, 2023: $339,985) was payable to a principal shareholder’s company, for the operating expenses paid by the related party on behalf of the Company. The loan amount is unsecured, non-interest bearing and due on demand;

 

b)$28,000 (June 30, 2023: $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.
   
 c)$75,500 (June 30, 2023: $75,500) owed to a shareholder 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.

 

7. LOAN PAYABLE

 

Loan payable was payable to non-related parties. The loan amount is unsecured, non-interest bearing and due on demand.

 

8. SUBSEQUENT EVENTS

 

Management has reviewed subsequent events through October 27, 2023, the date that the financial statements were available to be issued and none were noted.

 

9
 

 

GOLDEN STAR RESOURCE CORPORATION

 

MANAGEMENT DISCUSSION & ANALYSIS

 

For the Period Ended

 

September 30, 2023

 

 

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.

 

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.

 

10
 

 

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. 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 it was 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 a former officer and director, in consideration of $30 and we issued 3,000,000 shares of common stock to one of our officers and directors in consideration of $30 pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1993.

 

We issued 1,070,000 shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933. This was accounted for as a purchase of shares of common stock.

 

As of September 30, 2023, due to related parties balance of $460,832 (June 30, 2023: $443,485) represents the combination of the following:

 

$357,332 (June 30, 2023: $339,985) was payable to a principal shareholder’s company, for the operating expenses paid by the related party on behalf of the Company. The loan amount is unsecured, non-interest bearing and due on demand.

 

$28,000 (June 30, 2023: $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.

 

$75,500 (June 30, 2023: $75,500) owed to a shareholder 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.

 

Loan payable consists of the following:

 

Loan payable was payable to non-related parties. The loan amount is unsecured, non-interest bearing and due on demand.

 

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.

 

11
 

 

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 September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

12
 

 

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 2. PROPERTIES

 

Summary

 

The following is a description of the Company’s mineral properties. The Company holds a 100% interest on four contiguous Federal BLM unpatented lode mining claims in Nevada that were acquired for mineral exploration purposes, primarily in exploration for precious metals.

 

The Property

 

The four GSR lode mining claims, named GSR 1, 2, 3 and 4, were staked on Federal BLM lands on July 9, 2012 by Kee Nez Resources, LLC, a Utah limited liability company. The BLM claim numbers for claims GSR 1, 2, 3 and 4 are 1076314, 1076315, 1076316 and 1076317 respectively. Each of the four claims are 20.66 acres in size for a total of 82.64 acres.

 

The Company acquired these unpatented claims on August 15, 2013, from Kee Nez Resources, LLC, who quitclaimed the four claims to the Company. This transfer was filed and recorded with the BLM on August 23, 2013. As a result, Golden Star Resource Corp. holds a 100% interest in the four claims. There are no underlying agreements or royalties.

 

A Maintenance Fee or a Maintenance Fee Waiver Certification must be filed annually on or before September 1st in order to keep the claims valid and is filed in advance for the upcoming assessment year. Since the Company holds less than 10 Federal unpatented lode mining claims it is entitled to file a Maintenance Fee Waiver Certification in lieu of paying the fee of $155 per claim. Payment of the Maintenance Fee or filing of the Fee Waiver Certification is the responsibility of Golden Star Resource Corp. Notice of Holding of these claims is also filed annually with Churchill County.

 

All requirements have been met until the next annual due date of September 1, 2024.

 

There are no buildings, equipment or other facilities on the claims. Sources of power and water have not been investigated to date.

 

The Company only has mineral rights by virtue of these claims. It does not hold any surface rights.

 

Location

 

The GSR 1-4 unpatented lode mining claims are situated in Sections 9 and 16, T14N, R35E, MDM, in Churchill County, Nevada.

 

The property is located 98 air miles southeast of Reno, NV and 48 air miles southeast of Fallon, NV. The property can be accessed from Fallon by heading east on US Hwy 50 for 46 miles and then heading south on NV 361 for 15 miles. This paved highway cuts across the southeast corner of the claim group (see Fig 2).

 

13
 

 

Location Map:

 

 

14
 

 

Claim Map:

 

 

15
 

 

Geology

 

The GSR property lies in the Basin and Range Province near its western margin where it adjoins the northwest-southeast trending Walker Lane mineral belt. This boundary is about 20 miles west of the GSR property. The Basin and Range Province is a major physiographic region of the western US, centered on Nevada and western Utah, typified by north-northeast trending mountain ranges separated by broad flat alluvium filled valleys. Gold and silver mineralization is known to occur in many parts of this Province.

 

In the vicinity of the GSR property there are numerous historical small mine workings in the surrounding mountain ranges, an active exploration project at Bell Mt. 8 miles to the northwest and several past producing large gold mines, such as Paradise Peak 25 miles to the southeast and Rawhide 25 miles to the west.

 

The near-surface rocks in the area of the GSR property are a series of sub-outcropping Mesozoic Age metasedimentary rocks overlain by Tertiary Age rhyolitic lavas and volcanoclastics.

 

No exploration has been carried out on the property by GSR and it has not been examined by a GSR contracted professional geologist or by GSR’s officers or directors.

 

Due to current subdued market conditions in the junior natural resource markets the Company has no plans for an exploration program until it has the ability to raise sufficient funds to engage in an exploration program. Such a program would likely initially entail prospecting, geological mapping and rock-chip sampling. Quality Assurance and Quality Controls for sampling collection protocols will be developed with the exploration program as funding allows. There would be no permitting or bonding requirements for this preliminary phase of exploration. Permits and bonding would be required if and when exploration advanced to a drilling or trenching phase since those activities cause surface disturbance.

 

The property is currently without any known reserves and any program to be proposed in the future would be exploratory in nature.

 

ITEM 6. EXHIBITS.

 

The following documents are included herein:

 

Exhibit No.   Document Description
     
31.1   Certification of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2   Certification of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1   Certification of Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2   Certification of Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS   Inline XBRL Instance Document
     
101.SCH   Inline XBRL Taxonomy Extension Schema
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase
     
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

16
 

 

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 7th day of November, 2023.

 

  GOLDEN STAR RESOURCE CORP.
  (Registrant)
   
  By: /s/ Steven Bergstrom
    Steven Bergstrom
    A member of the Board of Directors.
     
  By: /s/ Marilyn Miller
    Marilyn Miller
    President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and a member of the Board of Directors.

 

17

 

 

Exhibit 31.1

 

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

 

I, Marilyn Miller, certify that:

 

1. I have reviewed this 10-Q for the quarter ended September 30, 2023 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 7, 2023 /s/ Marilyn Miller
  Marilyn Miller
  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, 2023 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 7, 2023 /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, 2023 as filed with the Securities and Exchange Commission on the date here of (the “report”), I, Marilyn Miller, 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 7th day of November, 2023.

 

  /s/ Marilyn Miller
  Marilyn Miller
  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, 2023 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 7th day of November, 2023.

 

  /s/ MARILYN MILLER
  Marilyn Miller
  Chief Financial Officer

 

 

v3.23.3
Cover - shares
 3 Months Ended
Sep. 30, 2023
Nov. 07, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2023  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --06-30  
Entity File Number 000-52837  
Entity Registrant Name GOLDEN STAR RESOURCE CORP.  
Entity Central Index Key 0001375348  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One #300 – 500 North Rainbow Blvd  
Entity Address, City or Town Las Vegas  
Entity Address, State or Province NV  
Entity Address, Postal Zip Code 89107  
City Area Code (760)  
Local Phone Number 464-9869  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   7,070,000
v3.23.3
Condensed Interim Balance Sheets - USD ($)
Sep. 30, 2023
Jun. 30, 2023
Current    
Cash $ (4) $ 9
Prepaid fees 6,650 2,660
TOTAL ASSETS 6,646 2,669
Current    
Accounts payables and accrued liabilities 46,680 46,538
Loan payable (Note 7) 284,058 284,058
TOTAL LIABILITIES 791,571 774,081
STOCKHOLDERS’ (DEFICIENCY) EQUITY    
Common stock value 70 70
Additional paid in capital 106,990 106,990
Deficit accumulated during the exploration stage (891,985) (878,472)
 TOTAL STOCKHOLDERS’ (DEFICIENCY) EQUITY (784,925) (771,412)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY) EQUITY 6,646 2,669
Related Party [Member]    
Current    
Due to related parties (Note 6) $ 460,832 $ 443,485
v3.23.3
Condensed Interim Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2023
Jun. 30, 2023
Statement of Financial Position [Abstract]    
Common stock, shares authorized 100,000,000 100,000,000
Common stock, par value $ 0.00001 $ 0.00001
Preferred stock, shares authorized 100,000,000 100,000,000
Preferred stock, par value $ 0.00001 $ 0.00001
Preferred stock, shares issued 0 0
Common stock, shares issued 7,070,000 7,070,000
v3.23.3
Condensed Interim Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
 3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Expenses    
Bank fees $ 13 $ 14
Professional fees 6,200 11,852
Office expenses 2,500 2,000
Transfer and filing fees 4,799 5,602
Operating Expenses 13,513 19,468
Net Loss and Comprehensive Loss $ (13,513) $ (19,468)
Basic loss per share $ (0.00) $ (0.00)
Diluted loss per share $ (0.00) $ (0.00)
Weighted average number of common shares outstanding - basic 7,070,000 7,070,000
Weighted average number of common shares outstanding - diluted 7,070,000 7,070,000
v3.23.3
Condensed Interim Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flow from operating activities:    
Net loss for the period $ (13,513) $ (19,468)
Change in working capital Items:    
Prepaid fees (3,990) (3,810)
Accounts payables and accrued liabilities 142 (7,250)
Net Cash Used in Operating Activities (17,360) (30,528)
Cash flow from financing activities    
Due to related parties 17,347 30,528
Net Cash Provided by Financing Activities 17,347 30,528
Cash increase (decrease) in the period (13)
Cash, beginning of period 9
Cash, end of period $ (4)
v3.23.3
Condensed Interim Statements of Changes in Stockholders' Deficiency (Unaudited) - USD ($)
 3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Beginning balance $ (771,412) $ (725,191)
Net loss (13,513) (19,468)
Ending balance (784,925) (744,660)
Common Stock [Member]    
Beginning balance $ 70 $ 70
Beginning balance, shares 7,070,000 7,070,000
Net loss
Ending balance $ 70 $ 70
Ending balance, shares 7,070,000 7,070,000
Additional Paid-in Capital [Member]    
Beginning balance $ 106,990 $ 106,990
Net loss
Ending balance 106,990 106,990
Retained Earnings [Member]    
Beginning balance (878,472) (832,251)
Net loss (13,513) (19,468)
Ending balance $ (891,985) $ (851,720)
v3.23.3
NATURE OF OPERATIONS AND GOING CONCERN
 3 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NATURE OF OPERATIONS AND GOING CONCERN

1. NATURE OF OPERATIONS AND GOING CONCERN

 

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

 

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 $784,925 (June 30, 2023 - $771,412), has incurred losses of $891,985 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 condensed interim financial statements do not include any adjustments that might result from this uncertainty.

 
v3.23.3
BASIS OF PRESENTATION
 3 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
BASIS OF PRESENTATION

2. BASIS OF PRESENTATION

 

The accompanying condensed interim financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S Securities and Exchange Commission (“SEC”) for interim financial information. The condensed interim financial statements reflect all normal recurring adjustments, which, in the portion of management, are considered necessary for a fair presentation of the results for the periods shown. The results of operations for the periods presented are not necessarily indicative of the results expected for any future period. The information included in these condensed interim financial statements should be read in conjunction with Management’s Discussion and Analysis and the audited financial statements and accompanying notes filed in Form 10-K for the year ended June 30, 2023 filed on September 28, 2023 with the U.S. Securities and Exchange Commission.

 

 

GOLDEN STAR RESOURCE CORP.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

September 30, 2023

(Stated in U.S. Dollars)

(Unaudited)

 
v3.23.3
RECENT ADOPTED AND FUTURE ACCOUNTING STANDARD
 3 Months Ended
Sep. 30, 2023
Accounting Changes and Error Corrections [Abstract]  
RECENT ADOPTED AND FUTURE ACCOUNTING STANDARD

3. RECENT ADOPTED AND FUTURE ACCOUNTING STANDARD

 

RECENT ADOPTED ACCOUNTING STANDARD

 

The adoption of recently issued accounting pronouncements did not have a significant impact on the Company’s results of operations, financial position or cash flow statements.

 

RECENT ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED

 

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

 
v3.23.3
MINERAL CLAIM INTEREST
 3 Months Ended
Sep. 30, 2023
Extractive Industries [Abstract]  
MINERAL CLAIM INTEREST

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, in consideration of $10 and other valuable consideration, remise, release, and forever quitclaim unto the Company all of Grantor’s right, title, and interest in and to the GSR group of unpatented lode mining claims situated in Churchill Country, Nevada. As a result, the Company has obtained title to the GSR claims in August 2013.

 

The Company did not incur further expenditures on the property during the period ended September 30, 2023 (June 30, 2023: $nil) due to lack of cash. The value of mineral property was written off in prior years.

 
v3.23.3
CAPITAL STOCK
 3 Months Ended
Sep. 30, 2023
Equity [Abstract]  
CAPITAL STOCK

5. CAPITAL STOCK

 

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 closed its public offering and issued additional 1,070,000 common shares at $0.10.

 

c)The Company has not issued any shares during the period ended September 30, 2023 and year ended June 30, 2023 and it has no stock option plan, warrants or other dilutive securities.

 

 
v3.23.3
DUE TO RELATED PARTIES
 3 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
DUE TO RELATED PARTIES

6. DUE TO RELATED PARTIES

 

As of September 30, 2023, due to related parties balance of $460,832 (June 30, 2023: $443,485) represents the combination of the following:

 

a)$357,332 (June 30, 2023: $339,985) was payable to a principal shareholder’s company, for the operating expenses paid by the related party on behalf of the Company. The loan amount is unsecured, non-interest bearing and due on demand;

 

b)$28,000 (June 30, 2023: $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.
   
 c)$75,500 (June 30, 2023: $75,500) owed to a shareholder 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.

 
v3.23.3
LOAN PAYABLE
 3 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
LOAN PAYABLE

7. LOAN PAYABLE

 

Loan payable was payable to non-related parties. The loan amount is unsecured, non-interest bearing and due on demand.

 
v3.23.3
SUBSEQUENT EVENTS
 3 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

8. SUBSEQUENT EVENTS

 

Management has reviewed subsequent events through October 27, 2023, the date that the financial statements were available to be issued and none were noted.
v3.23.3
NATURE OF OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($)
Sep. 30, 2023
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Working capital deficit $ 784,925 $ 771,412
Accumulated deficit $ 891,985 $ 878,472
v3.23.3
MINERAL CLAIM INTEREST (Details Narrative)
Aug. 15, 2013
USD ($)
Extractive Industries [Abstract]  
Mineral claim payment $ 10
v3.23.3
CAPITAL STOCK (Details Narrative)
Mar. 28, 2007
$ / shares
shares
Apr. 24, 2006
Integer
$ / shares
shares
Subsidiary, Sale of Stock [Line Items]    
Shares issued | shares   6,000,000
Price per share | $ / shares   $ 0.00001
Number of founding shareholders | Integer   2
Public Offering [Member]    
Subsidiary, Sale of Stock [Line Items]    
Shares issued | shares 1,070,000  
Price per share | $ / shares $ 0.10  
v3.23.3
DUE TO RELATED PARTIES (Details Narrative) - USD ($)
Sep. 30, 2023
Jun. 30, 2023
Related Party Transaction [Line Items]    
Due to related party $ 357,332 $ 339,985
Related Party [Member]    
Related Party Transaction [Line Items]    
Due to related party 460,832 443,485
Related Party [Member] | Director [Member]    
Related Party Transaction [Line Items]    
Due to related party 28,000 28,000
Related Party [Member] | Shareholders [Member]    
Related Party Transaction [Line Items]    
Due to related party $ 75,500 $ 75,500
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