ITEM 1.     BUSINESS

General

      We were incorporated in the State of Nevada on April 21, 2006. We are an exploration stage corporation. An exploration stage corporation is one engaged in the search for mineral deposits or reserves which are not in either development or production stages. We intend to conduct exploration activities on one property. We maintain our statutory registered agent's office at The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511. Our business office is located at 850 West Hastings Street, Suite 201, Vancouver, British Columbia, Canada V6C 1E1. This is our mailing address as well. Our telephone number is (604) 689-9661. Ms. MacDonald, our secretary/treasurer, provides our office space on a rent-free basis.

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

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

Background

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

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

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

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

-4-

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

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

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

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

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

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

-5-

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

Claim

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

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

Location and Access

      The group consists of one contiguous claim with tenure number of 549055 encompassing over 800 hectacres. The claim is in the name of Glengarry Developments Inc. and are in good standing until January 10, 2008. The property lies in the Cariboo Mining division about 10 kilometers south of the village of Likely. Likely can be reached by 80 kilometers of paved road from Highway 97 and the property can be accessed by a 10 kilometer gravel road which crosses the property. It adjoins the south border of the Mount Polley Mine mineral tenures.

Physiography

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

Geology

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

History

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

-6-

MAP 1

-7-

MAP 2

Supplies

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

-8-

Description of Property

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

Our Proposed Exploration Program

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

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

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

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

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

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

-9-

      We estimate the cost of drilling will be $20.00 per foot drilled. The amount of drilling will depend on our financial ability to drill. Currently, we plan to drill approximately 3,000 linear feet, or up to eight holes to a depth of 300 feet. We estimate that it will take up to one month. We will pay a consultant up to a maximum of $5,000 per month for his services during the period, or a total of $5,000. The total cost for analyzing the core samples will be $3,000.

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

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

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

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

Competitive Factors

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

Regulations

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

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

-10-

Environmental Law

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

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

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

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

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

Employees

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

Employees and Employment Agreements

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

-11-

Risk Factors

Risks associated with Golden Star Resource Corporation:

      1. Our auditors have issued a going concern opinion meaning there is substantial uncertainty whether we will continue operations. If we do not, you could lose your investment.

      Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. As such, we may have to cease operations and you could lose your investment.

      2. Our plan of operation is limited to finding mineralized material. As such we have no plans for revenue generation. Accordingly, you should not expect any revenues from operations.

      Our plan of operation and the funds we raise from this offering will be used for exploration of the property to determine if there is mineralized material or reserves beneath the surface. Exploration does not contemplate removal of mineralized material and we have no plans or funds for removal if we find any reserves. Accordingly, we will not generate any revenues as a result of your investment.

      3. Because the probability of an individual prospect ever having reserves is extremely remote, any funds spent on exploration will probably be lost.

      The probability of an individual prospect ever having reserves is extremely remote. In all probability, the property does not contain any reserves. As such, any funds spent on exploration will probably be lost which will result in a loss of your investment.

      4. We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease operations.

      We were incorporated on April 21, 2006, and we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $47,002. To achieve and maintain profitability and positive cash flow we are dependent upon:

Based upon current plans, we expect to incur operating losses in future periods. This is because there are expenses associated with the research and exploration of our mineral properties. As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease operations.

      5. Because our management does not have technical training or experience in exploring, starting and operating an exploration program, we will have to hire qualified personnel. If we can’t locate qualified personnel, we may have to suspend or cease operations. Furthermore, our operations, earnings and financial success could suffer irreparable harm due to management’s lack of experience. Again, we may have to suspend or cease operations. This would result in the loss of your investment.

-12-

      Because our management is inexperienced with exploring, starting, and operating an exploration program, we will have to hire qualified persons to perform surveying, exploration, and excavation of the property. Our management has no direct training or experience in these areas and as a result may not be fully aware of many of the specific requirements related to working within the industry. Management’s decisions and choices may not take into account standard engineering or managerial approaches that mineral exploration companies commonly use. Consequently, our operations, earnings and ultimate financial success could suffer irreparable harm due to management’s lack of experience in this industry. As a result, we may have to suspend or cease operations, which will result in the loss of your investment.

      6. Our officers and directors have no formal training in financial accounting and management, and they are responsible for our managerial and organizational structure. Thus, in the future, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations. This could result in fines, penalties and assessments against us.

      We have two officers and directors. They have no formal training in financial accounting and management. However, they are responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When the disclosure and accounting controls referred to above are implemented, our two officers and directors will be responsible for the administration of them. Should they not have sufficient experience, they may be incapable of creating and implementing the controls necessary. This may cause us to be subject to sanctions and fines by the SEC. This could ultimately result in a loss of your investment.

      7. Because title to the property is held in the name of Glengarry Developments Inc., if it transfers the property to someone other than us, we will cease operations .

      Record title to the property upon which we intend to conduct exploration activities is not held in our own name. It is recorded in the name of Glengarry Developments Inc. If Glengarry Developments Inc. transfers the property to a third person, the third person will obtain good title and we will have nothing. If that happens, we will have to cease operations. Under British Columbia law, title to British Columbia mining claims can only be held by British Columbia residents. In the case of corporations, title must be held by a British Columbian corporation. In order for us to own record title to the property, we would have to incorporate a British Columbian wholly owned subsidiary corporation and obtain audited financial statements. The legal costs of incorporating a subsidiary corporation, the accounting costs of audited financial statements for the subsidiary, together with the legal and accounting costs of expanding this registration statement, would be several thousand dollars. We believe those costs would be a waste of our money at this time. Accordingly, we have elected not to create the subsidiary, but may do so if mineralized material is discovered on the property.

      8. Because we are small and do not have much capital, we have to limit our exploration activity which may result in a loss of your investment.

      Because we are small and do not have much capital, we must limit our exploration activity. Consequently, we may not be able to complete an exploration program as thoroughly as we would like to. As a result, an existing ore body may go undiscovered. Without an ore body, we cannot generate revenues and you will lose your investment.

-13-

      9. Weather interruptions in the province of British Columbia may affect and delay our proposed exploration operations. As a result, there may be delays in generating revenues.

      Our proposed exploration work can only be performed approximately five to six months out of the year. This is because rain and snow cause the roads leading to our claim to be impassible during six to seven months of the year. When roads are impassible, we are unable to conduct exploration operations on the property which will delay our possible generation of revenues.

     10. Because Mr. Livgard and Ms. MacDonald have other outside business activities, they will only be devoting 10% of their time, or four hours per week, to our operations. Our operations may be sporadic which may result in periodic interruptions or suspensions of exploration .

      Because Mr. Livgard and Ms. MacDonald, our officers and directors, have other outside business activities, they will only be devoting 10% of their time, or four hours per week, to our operations. As a result, our operations may be sporadic and occur at times which are convenient to Mr. Livgard and Ms. MacDonald. As a result, exploration of the property may be periodically interrupted or suspended.

      11. If our officers and directors resign or die without having found replacements, our operations will be suspended or cease. If that should occur, you could lose your investment.

      We have two officers and directors. We are entirely dependent upon them to conduct our operations. If they should resign or die, there will be no one to run our company. Further, we do not have key man insurance. Until we find other persons to run our company, operations will be suspended or cease entirely. In that event, you may lose your entire investment.

      12. Because there is no public trading market for our common stock, you may not be able to resell your stock.

      There is currently no public trading market for our common stock. Therefore there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale, of which there is no assurance. As a result, your investment is illiquid and it will be difficult to sell your stock.

     13. We may have to deviate from our plan of operation. If we do, we will not return any funds to you.

      Mining exploration is speculative. If we are not successful in locating mineralized material, we will have to cease operations or seek another exploration project. Whatever the outcome of our current exploration program, our officers and directors are entrusted with our management for the benefit of our stockholders. As such our management is bound to act in the best interests of our shareholders. If it is in the shareholders’ best interests to modify a proposed exploration program, expand operations into new areas, or entirely change our business operations, we will do so. If we deviate from our plan of operation, we will not return any funds to you.

-14-

      14. We may not have access to all of the supplies and materials we need to begin exploration, which could cause us to delay or suspend operations .

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

      15. One of our officers/directors and a major shareholder together own 85% of the outstanding shares. They are able to decide who will be directors and you may not be able to elect any directors .

      One of our officers/directors and a major shareholder together own 6,000,000 shares and control us. As a result, they are able to elect all of our directors and control our operations. You may not be able to elect directors or have an influence on our activities.