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  FORM 10-KSB  
   
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D. C. 20549  
   
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  
  EXCHANGE ACT OF 1934  
  
  For the fiscal year ended June 30, 2007  
  
  OR  
  
[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  
  EXCHANGE ACT OF 1934  

Commission file number 333-137922

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

Nevada   N/A  
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification No.)  

850 West Hastings, Suite 201
Vancouver, British Columbia
Canada V6C 1E1
(Address of principal executive offices, including zip code.)

(604) 689-9661
(Registrant's telephone number, including area code)

The Company is a Shell company: Yes [X]     No [  ]

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.00001 par value

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [  ]

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Check if no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is contained herein, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.

State issuer's revenues for its most fiscal year June 30, 2007: $0.00.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2007: $0.00.

State the number of shares outstanding of each of the issuer's classes of common equity, as of September 28, 2007: 7,070,000 shares of common stock.


FORWARD LOOKING STATEMENT

This annual report on Form 10-KSB contains predictions, projections and other statements about the future that are intended to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (collectively, forward-looking statements). Forward-looking statements involve risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. In assessing forward-looking statements contained in this annual report on Form 10-KSB, readers are urged to read carefully all cautionary statements, including those contained in other sections of this annual report on Form 10-KSB. Among such risks and uncertainties is the risk that we will not complete our proposed business plan, that our management is not adequate to carry out our business plan, and that there will not be adequate capital. Since our common stock is considered a “penny stock” company, the safe harbor for forward-looking statements contained in the private securities litigation reform act, as amended, does not apply to us.

 

 

 

 

 

 

 

 

 

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                                                                                      TABLE OF CONTENTS    
 
 
    Page  
 
FORWARD LOOKING STATEMENT   2  
 
  PART I   4  
 
Item 1.   Description of Business   4  
Item 2.   Description of Property   15  
Item 3.   Legal Proceeding   15  
Item 4.   Submission of Matters to a Vote of Security Holders   15  
 
  PART II   15  
 
Item 5.   Market For Common Stock and Related Stockholder Matters   15  
Item 6.   Management's Discussion and Analysis or Plan of Operations   17  
 
  PART III   21  
 
Item 7.   Financial Statements and Supplementary Data   21  
Item 8.   Changes in and Disagreements With Accountants on Accounting and Financial   36  
  Disclosure    
Item 8A. Controls and Procedures   36  
Item 9.   Directors, Executive Officers, Promoters and Control Persons   36  
Item 10. Executive Compensation   39 
Item 11. Security Ownership of Certain Beneficial Owners and Management   41  
Item 12. Certain Relationships and Related Transactions   42  
 
  PART IV   43  
 
Item 13. Exhibits   43  
Item 14. Principal Accountant Fees and Services   44  

 

 

 

 

 

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PART I

ITEM 1.     BUSINESS

General

      We were incorporated in the State of Nevada on April 21, 2006. We are an exploration stage corporation. An exploration stage corporation is one engaged in the search for mineral deposits or reserves which are not in either development or production stages. We intend to conduct exploration activities on one property. We maintain our statutory registered agent's office at The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511. Our business office is located at 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.

 

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      Glengarry Developments Inc. leased the rights to mine on the property pursuant to the British Columbia Mineral Act. Thus, Glengarry Developments Inc. held exclusive rights to mine and recover all of the minerals contained within the surface boundaries of the lease continued vertically downward. We paid Glengarry Developments $10,000 for the property rights. No additional payments were made or are due Glengarry Developments Inc. The 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.

 

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

Claim

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

    Date of   Date of  
Tenure No.   Document Description   Recording   Expiration  
549055   Keg Claim   July 8, 2006   January 10, 2008  

     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.

 

 

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MAP 1


 

 

 

 

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MAP 2


 

 

Supplies

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

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Description of Property

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

Our Proposed Exploration Program

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

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

      The property is undeveloped raw land. Exploration and surveying has not been initiated. To our knowledge, the property has never been mined. The only event that has occurred is the acquisition of the property from Glengarry Developments Inc. and the physical examination of the property by Mr. Livgard, our 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.

 

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      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

     *      

locating claims

*      

posting claims

*      

working claims

*      

reporting work performed

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

 

 

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Environmental Law

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

1.      

Health and Safety

       2.      

Archaeological Sites

3.      

Exploration Access

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

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

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

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

Employees

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

Employees and Employment Agreements

      At present, we have no full-time employees. Our two officers and directors are part-time employees and each will devote about 10% of their time or four hours per week to our operation. Our officers and directors do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans. However, we may adopt plans in the future. There are presently no personal benefits available to our officers and directors. 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.

 

 

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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:

     *      

our ability to locate a profitable mineral property

*      

our ability to generate revenues

*      

our ability to reduce exploration costs.

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.

 

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      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.

 

 

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      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.

 

 

 

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      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.

ITEM 2.     DESCRIPTION OF PROPERTIES

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

ITEM 3.     LEGAL PROCEEDINGS

     We are not presently a party to any litigation.

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

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


PART II

ITEM 5.     MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

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

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

 

 

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Fiscal Quarter     High Bid     Low Bid  
2007          
Fourth Quarter 04-01-07 to 06-30-07   $ 0.00   $ 0.00  
Third Quarter 01-01-07 to 03-31-07   $ 0.00   $ 0.00  
Second Quarter 10-01-06 to 12-31-06   $ 0.00   $ 0.00  
First Quarter 07-01-06 to 09-30-06   $ 0.00   $ 0.00  
 
Fiscal Quarter     High Bid     Low Bid  
2006          
Fourth Quarter 04-01-06 to 06-30-06   $ 0.00   $ 0.00  
Third Quarter 01-01-06 to 03-31-06   $ 0.00   $ 0.00  
Second Quarter 10-01-05 to 12-31-05   $ 0.00   $ 0.00  
First Quarter 07-01-05 to 09-30-05   $ 0.00   $ 0.00  
 
Holders          

      At June 30, 2007, we had 42 shareholders of record of our common stock, including shares held by brokerage clearing houses, depositories or otherwise in unregistered form. We have no outstanding options or warrants, or other securities convertible into, common equity. Of the 7,070,000 shares of common stock outstanding as of June 30, 2007, 3,000,000 shares were issued to one of our officers and directors, and may only be resold in compliance with Rule 144 of the Securities Act of 1933. There are 40 holders of 1,070,000 free-trading shares of common stock.

Dividend Policy

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

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

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

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

 

-16-


Securities authorized for issuance under equity compensation plans

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

Status of our public offering

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

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

Use of Proceeds

      Since the time of raising money by offering shares of our stock, we have proceeds of $107,000. We have used proceeds for the following: $15,023 for professional fees, $2,653 for transfer and filing, $678 for office and sundry outlays.

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

      This section of the prospectus includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

      We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.

      Our auditors have issued a going concern opinion. This means there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and do not anticipate generating any revenues until we begin removing and selling minerals. There is no assurance we will ever achieve these goals. Accordingly, we must raise cash from sources other than the sale of minerals in order to implement our project and stay in business. Our only other source for cash at this time is investments by others.

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

 

 

-17-


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

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

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

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

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

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

 

-18-


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

      We estimate the cost of drilling will be $20.00 per foot drilled and that we will drill approximately 3,000 linear feet or up to 8 holes to depth of 300 feet. We estimate that it will take up to one month. We will pay a consultant up to a maximum of $5,000 per month for his services, or a total of $5,000. The total cost for analyzing the core samples will be approximately $3,000.

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

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

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

Operations to Date

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

Limited Operating History; Need for Additional Capital

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

 

 

- 19-


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

Liquidity and Capital Resources

      We have completed our public offering as of March 28, 2007 and to date have raised $107,000. We will use the money to explore and develop the property. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. We do not at this time need additional funding to complete the research and exploration stages of our plans.

      Currently, we have sufficient funds for a one-month drilling program. Mr. Livgard has agreed to advance funds and has agreed to pay the cost of reclamation of the property should mineralized material not be found. The foregoing agreement is oral; we have nothing in writing. While Mr. Livgard 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 $107,000.

      In March 2006, we issued 3,000,000 shares of common stock to Kathrine MacDonald, our secretary/treasurer, in consideration of $30.00 and we issued 3,000,000 shares of common stock to Marilyn Miller, an individual, in consideration of $30.00 pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1993. This was accounted for as an acquisition of shares. Kathrine MacDonald advanced $20,760 to cover our costs for incorporation, accounting and legal fees and Mr. Livgard advanced the sum of $10,000.00 for staking. These funds have been paid directly to our attorney, accountant and staker. The amounts owed to Ms. MacDonald and Mr. Livgard are non-interest bearing, unsecured and due on demand. The agreements with Ms. MacDonald and Mr. Livgard are oral and there is no written document evidencing the agreement.

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

     As of June 30 2007, our total assets were $88,646 and our total liabilities were $22,279.

 

 

 

-20-


  PART III    
 
ITEM 7.      FINANCIAL STATEMENTS.    
 
Golden Star Resource Corp.    
(An Exploration Stage Company)    
Financial Statements    
June 30, 2007    
 
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   F-1  
    FINANCIAL STATEMENTS    
                    Balance Sheets   F-2  
                    Statements of Operations   F-3  
                    Statement of Stockholders’ Equity   F-4  
                    Statements of Cash Flows   F-5  
    NOTES TO THE FINANCIAL STATEMENTS   F-6  

 

 

 

 

 

 

 

 

 

 

 

 

-21-


 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

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

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

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

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

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Vancouver, Canada
September 12, 2007

MORGAN & COMPANY
Chartered Accountants


 

F-1

 

-22-


GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)
 
BALANCE SHEETS
(Stated in U.S. Dollars)
 
 
    JUNE 30  
    2007   2006  
 
ASSETS            
Current            
      Cash   $   88,309 $   380  
      Prepaid expenses and deposits     337   -  
Other            
      Deferred offering costs     -   10,000  
 
  $   88,646 $   10,380  
 
LIABILITIES            
Current Liabilities            
      Accounts payable and accrued liabilities   $   2,279 $   -  
      Due to related party (Note 5)     20,000   20,760  
    22,279   20,760  
 
 
STOCKHOLDERS’ EQUITY ( DEFICIENCY)            
Capital Stock            
      Authorized:            
              100,000,000 voting common shares with a par value of $0.00001 per share            
                100,000,000 preferred shares with a par value of $0.00001 per share            
                (none issued)            
      Issued:            
              7,070,000 common shares at June 30, 2007 (2006 – 6,000,000 common            
              shares)     70   60  
 
      Additional paid in capital     106,990   -  
 
Deficit Accumulated During The Exploration Stage     (47,002 )   (10,440 )  
Accumulated Other Comprehensive Income     6,309   -  
    66,367   (10,380 )  
 
  $   88,646 $   10,380  

 

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

 

-23-


GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

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

                CUMULATIVE  
          PERIOD FROM     PERIOD FROM  
          INCEPTION     INCEPTION  
    YEAR     APRIL 21     APRIL 21  
    ENDED     2006 TO       2006 TO    
    JUNE 30     JUNE 30     JUNE 30  
    2007     2006     2007  
 
Revenue   $   -   $   -   $   -  
 
Expenses                    
      Professional fees     33,164     -     33,164  
      Mineral claim payment     -     10,000     10,000  
      Transfer and filing fees     2,653     -     2,653  
      Office and sundry     468     440     908  
      Foreign exchange     277     -     277  
    36,562     10,440     47,002  
 
Net Loss     (36,562 )     (10,440 )     (47,002 )  
 
Other Comprehensive Income                    
      Unrealized foreign exchange gain     6,309     -     6,309  
 
Total Comprehensive Loss   $   (30,253 )   $   (10,440 )   $   (40,693 )  
 
 
Basic And Diluted Loss Per Common Share   $   (0.00 )   $   (0.01 )        
 
 
Weighted Average Number Of Common Shares                    
      Outstanding     6,275,562     5,746,479        

 

 

 

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

 

-24-


GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)
 
STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
 
 
                CUMULATIVE  
                  PERIOD FROM     PERIOD FROM  
                 INCEPTION     INCEPTION  
    YEAR     APRIL 21     APRIL 21  
    ENDED     2006 TO       2006 TO    
    JUNE 30     JUNE 30     JUNE 30  
    2007     2006     2007  
 
Cash Provided by (Used for):                    
 
Operating Activities                    
      Net loss for the period   $   (36,562 )     $   (10,440 )     $   (47,002 )  
 
      Changes in non-cash operating working capital                    
            items:                    
              Prepaid expenses and deposits     (337 )           (337 )  
              Accounts payable and accrued liabilities     2,279     -     2,279  
              Due to related party     10,000     10,434     20,434  
    (24,620 )     (6 )     (24,626 )  
 
Financing Activities                    
      Issue of share capital     107,000     60     107,060  
      Due to related party     (760 )     326     (434 )  
    106,240     386     106,626  
 
Net Increase In Cash     81,620     380     82,000  
 
Effect Of Unrealized Foreign Exchange Gain     6,309     -     6,309  
 
Cash, Beginning Of Period     380     -     -  
 
Cash, End Of Period   $   88,309     $   380     $   88,309  
 
Supplemental Information of Cash Flow Information                    
      Interest paid   $   -     $   -     $   -  
      Income taxes paid   $   -     $   -     $   -  

 

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

 

-25-


  GOLDEN STAR RESOURCE CORP.                
  (An Exploration Stage Company)                
 
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)            
 
PERIOD FROM INCEPTION, APRIL 21, 2006, TO JUNE 30, 2007            
  (Stated in U.S. Dollars)                  
 
 
  COMMON STOCK       DEFICIT        
  NUMBER         ADDITIONAL   ACCUMULATED    ACCUMULATED        
  OF         PAID-IN   OTHER    DURING THE        
  COMMON   PAR     CAPITAL   COMPREHENSIVE    EXPLORATION        
  SHARES     VALUE          RECEIVED     INCOME     STAGE     TOTAL  
 
Beginning balance, April 21,                            
    2006   -   $   -     $   -     $ -   $   -   $ -  
April 24, 2006 – Shares                            
    issued for cash at $0.00001   6,000,000     60     -     -     -     60  
Net loss for the period   -     -     -     -     (10,440 )     (10,440 )  
 
Balance, June 30, 2006   6,000,000     60     -     -     (10,440 )     (10,380 )  
 
March 31, 2007-Shares issued                            
    for cash at $0.10   1,070,000     10     106,990     -     -     107,000  
Net loss for the year   -     -     -     -     (36,562 )     (36,562 )  
Unrealized foreign exchange                            
    gain   -     -     -     6,309     -     6,309  
 
Balance, June 30, 2007   7,070,000   $   70     $   106,990     $   6,309   $   (47,002 )   $ 66,367  

 

 

 

 

 

 

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

 

-26-


GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2007
(Stated in U.S. Dollars)


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 has not yet realized any revenues from its planned operations. It 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.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. 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.

 

 

 

 

F-6

 

-27-


GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2007
(Stated in U.S. Dollars)

   
2.      

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 
 

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:

 
        a)      

Exploration Stage Enterprise

 
 

The Company’s financial statements are prepared using the accrual method of accounting and according to the provisions of Statement of Financial Accounting Standards No. 7 (“SFAS 7”), “Accounting and Reporting for Development Stage Enterprises,” as it devotes substantially all of its efforts to acquiring and exploring mineral properties. Until such properties are acquired and developed, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage.

 
b)      

Cash

 
 

Cash consists of cash on deposit with high quality major financial institutions, and to date has not experienced losses on any of its balances. The carrying amounts approximated fair market value due to the liquidity of these deposits.

 
c)      

Mineral Property Acquisition Payments

 
 

The Company expenses all costs incurred on mineral properties to which it has secured exploration rights prior to the establishment of proven and probable reserves. If and when proven and probable reserves are determined for a property and a feasibility study prepared with respect to the property, then subsequent exploration and development costs of the property will be capitalized.

 
 

The Company regularly performs evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of its investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable.

 
d)      

Exploration Expenditures

 
 

The Company follows a policy of expensing exploration expenditures until a production decision in respect of the project and the Company is reasonably assured that it will receive regulatory approval to permit mining operations, which may include the receipt of a legally binding project approval certificate.

 

 

F-7

 

-28-


GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2007
(Stated in U.S. Dollars)


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

        e)      

Deferred Offering Costs

 
 

The Company defers the costs incurred to raise equity financing until that financing occurs. At such time that the issuance of new equity occurs, these costs will be netted against the proceeds received or if the financing does not occur, they will be expensed.

 
f)      

Asset Retirement Obligations

 
 

The Company has adopted Statement of Financial Accounting Standards No. 143 (“SFAS 143’), “Accounting for Asset Retirement Obligations”, which requires that an asset retirement obligation (“ARO”) associated with the retirement of a tangible long-lived asset be recognized as a liability in the period which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset.

 
 

The cost of the tangible asset, including the initially recognized ARO, is depleted, such that the cost of the ARO is recognized over the useful life of the asset. The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. The fair value of the ARO is measured using expected future cash flow, discounted at the Company’s credit-adjusted risk-free interest rate. To date, no significant asset retirement obligation exists due to the early stage of exploration. Accordingly, no liability has been recorded.

 
g)      

Use of Estimates and Assumptions

 
 

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates

 
h)      

Financial Instruments

 
 

The carrying values of cash and accounts payable and accrued liabilities approximate their fair value because of the short maturity of these instruments. The Company’s operations are in Canada and virtually all of its assets and liabilities are giving rise to significant exposure to market risks from changes in foreign currency rates. The Company’s financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

 


F-8

 

- 29-


GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2007
(Stated in U.S. Dollars)


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

       i)      

Environmental Costs

 
 

Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.

 
j)      

Income Taxes

 
 

The Company uses the asset and liability method of accounting for income taxes in accordance with SFAS No. 109 – “Accounting for Income Taxes”. This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

 
k)      

Basic and Diluted Net Loss Per Share

 
 

The Company reports basic loss per share in accordance with SFAS No. 128 – “Earnings Per Share”. Basic loss per share is computed using the weighted average number of common stock outstanding during the period. Diluted loss per share is computed using the weighted average number of common and potentially dilutive common stock outstanding during the period. As the Company generated net losses in the period presented, the basic and diluted loss per share is the same, as any exercise of options or warrants would be anti-dilutive.

 
l)      

Foreign Currency Translation

 
 

The Company’s functional currency is the U.S. dollar. Transactions in Canadian dollars are translated into U.S. dollars as follows:

 
  i)      

monetary items at the rate prevailing at the balance sheet date;

  ii)      

non-monetary items at the historical exchange rate;

  iii)      

revenue and expense at the average rate in effect during the applicable accounting period.

 
   

Gains and losses on translation are recorded in the statement of operations.

 

 

F-9

 

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GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2007
(Stated in U.S. Dollars)


3.   RECENT ACCOUNTING PRONOUNCEMENTS

       a)      

In September 2006, FASB issued SFAS No. 157, “Fair Value Measures” (“SFAS 157”). This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. SFAS 157 does not require any new fair value measurements. However, FASB anticipates that for some entities, the application of SFAS 157 will change current practice. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, which for the Company would be the fiscal year beginning February 1, 2008. The Company is currently evaluating the impact of adopting SFAS 157 but does not expect that it will have a significant effect on its financial position or results of operations.

 
b)      

In September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 128”). SAB 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB 108 is effective for interim periods ending after November 15, 2006. The Company is currently evaluating the impact of adopting SAB 108 but does not expect that it will have a significant effect on its financial position or results of operations.

 
c)      

In June 2006, FASB issued Interpretation No. 48, “ Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109 ” (“SFAS 48”). This Interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB No. 109, “ Accounting for Income Taxes. ” This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. This Interpretation is effective for fiscal years beginning after December 15, 2006. The Company has determined that the adoption of SFAS 48 does not have any material impact on the Company’s results of operations or financial position.

 

 

 

F-10

 

-31-


GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2007
(Stated in U.S. Dollars)


3.   RECENT ACCOUNTING PRONOUNCEMENTS
(Continued)

       d)      

In February 2006, FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments- an amendment of FASB Statements No. 133 and 140” (“SFAS 155”), to simplify and make more consistent the accounting for certain financial instruments. SFAS 155 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS 155 amends SFAS 140, “Accounting for the Impairment or Disposal of Long-Lived Assets”, to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. The adoption of this statement is not expected to have a significant effect on the Company’s future reported financial position or results of operations.

 
e)      

In November 2005, FASB issued Staff Position No. (“FSP”) Financial Accounting Standard (“FAS”)115-1, “ The Meeting of Other-Than-Temporary Impairment and Its Application to Certain Investments ” (“FAS FASP 115-1”). FAS FSP 115-1 provides accounting guidance for identifying and recognizing other-than-temporary impairments of debt and equity securities, as well as cost method investments in addition to disclosure requirements. FAS FSP 115-1 is effective for reporting periods beginning after December 15, 2005, and earlier application is permitted. The Company has determined that the adoption of FAS FSP 115-1 does not have any material impact on the Company’s results of operations or financial position.

 
f)      

In July 2005, FASB issued SFAS No. 154, “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and SFAS No. 3” (“SFAS 154”). SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The provisions of SFAS 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The adoption of this statement did not have a significant effect on the Company’s reported financial position or results of operations.

 

 

F-11

 

-32-


GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2007
(Stated in U.S. Dollars)

3.   RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

       g)      

In March 2005, FASB issued Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”). FIN 47 clarifies that an entity must record a liability for a conditional asset retirement obligation if the fair value of the obligation can be reasonably estimated. This interpretation also clarifies the circumstances under which an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. This Interpretation is effective no later than the end of fiscal years ending after December 15, 2005. The Company has determined that this guidance does not have any material impact on the Company’s results of operations or financial position.

 
h)      

In December 2004, FASB issued SFAS No. 153, “Exchanges of Non-monetary Assets - An Amendment of APB Opinion No. 29” (“SFAS 153”). The guidance in APB Opinion No. 29, “Accounting for Non-monetary Transactions”, is based on the principle that exchanges of non- monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS 153 amends Opinion No.

 
 

29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS 153 are effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 1, 2006. Early application is permitted and companies must apply the standard prospectively. The Company has determined that the adoption of this standard is not expected to have any material impact on the Company’s results of operations or financial position.

 

4.   MINERAL CLAIM INTEREST

On May 9, 2006, the Company acquired, from a private company controlled by an officer/shareholder of the Company, a 100% interest in three contiguous mineral claims (now amalgamated into one mineral claim) encompassing over 800 hectares in the Cariboo Mining Division, British Columbia, Canada, for consideration of a cash payment of $10,000. Title continues to be recorded in the name of the vendor on behalf of the Company.

 

 

 

F-12


-33-


GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2007
(Stated in U.S. Dollars)


5.   DUE TO RELATED PARTY

During the year ended June 30, 2007, and for the period from inception, April 21, 2006, to June 30, 2006, the Company became indebted to an officer/shareholder and a company controlled by this officer/shareholder for payments made on behalf of the Company for acquisition of mineral property claims, and legal and other costs, as well as for advances made to the Company. The amounts due at June 30, 2007 of $20,000 (2006 - $20,760) are unsecured and interest free with no specific terms of repayment.


6.    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 31, 2007, the Company issued additional 1,070,000 common shares at $0.10.

 
c)      

The Company has no stock option plan, warrants or other dilutive securities.

 

7.    INCOME TAXES

       a)      

The provision for income taxes differs from the result which would be obtained by applying the statutory income tax rate of 34% to income before income taxes. The difference results from the following items:

 
          2007     2006  
   
      Computed expected (benefit of) income taxes   $   (12,430 )   $   (3,550 )  
      Increase in valuation allowance     12,430     3,550  
   
      Income tax provision   $   -   $   -  
   
b)   Significant components of the Company’s deferred income tax assets are as follows:      
   
      2007     2006  
   
      Deferred income tax assets   $   15,980   $   3,550  
      Valuation allowance     (15,980 )     (3,550 )  
   
      Net deferred tax assets   $   -   $   -  

F-13

 

-34-


GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2007
(Stated in U.S. Dollars)



7.    INCOME TAXES
(Continued)

       c)      

The Company has incurred operating losses and approximately $47,002 which, if unutilized, will expire through to 2027. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating loss carry forwards:

 
        INCOME TAX OPERATING  
        LOSS CARRY FORWARDS  
          EXPIRATION  
        AMOUNT   DATE  
 
             2007   $   36,562   2027  
             2006     10,440   2026  
 
             Total income tax operating loss carry forward   $   47,002    
 
 
8 .   CONTRACTUAL OBLIGATIONS AND COMMITMENTS        

The Company has no significant contractual obligations or commitments with any parties respecting executive compensation, consulting arrangements, rental premises or other matters, except as disclosed elsewhere in these notes. The officers and directors provide management services to the Company without any compensation.

 

 

 

 

 

F-14

 

-35-


ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE .

      Our fiscal year end is June 30. Our financial statements for the period from inception to June 30, 2007, included in this report, have been prepared by Morgan & Company, Suite 1488 - 700 West Georgia Street, P.O. Box 10007, Pacific Centre, Vancouver, BC, V7Y 1A1. Their report is given upon their authority as experts in accounting and auditing.

ITEM 8A.    CONTROLS AND PROCEDURES .

      Evaluation of Disclosure Controls and Procedures - Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

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

     The name, address, age and position of our present officers and directors are set forth below:

Name and Address   Age   Position(s)  
Egil Livgard   75   President, principal executive officer, and a member  
1990 King Albert Avenue     of the board of directors  
Coquitlam, British Columbia      
Canada V3J 1Z2      
 
Kathrine MacDonald   49   Principal financial officer, secretary, treasurer, and a  
850 West Hastings Street     member of our board of directors  
Suite 201      
Vancouver, British Columbia      
Canada V6C 1E1      

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

 

 

 

 

-36-


Background of Officers and Directors

      Since April 21, 2006, Kathrine MacDonald has been our secretary, treasurer, principal financial officer and a member of our board of directors. Since May 2005, Ms. MacDonald has been president, principal executive officer, treasurer, principal financial officer and a member of our board of directors of Marathon Gold Corp. She has been President of Dimac Capital Corp since 1991. Dimac Capital Corp. is involved in the capital raising and development of mining and resource projects. Since December 9, 2004, Kathrine MacDonald has been president, principal executive officer, treasurer, principal financial officer and a member of our board of directors of International Gold Corp. and exploration stage mining company located in Vancouver, British Columbia. Ms. MacDonald has been a director of Cantex Mine Development since March 7, 1996. Cantex is a publicly trading company on the TSX Venture Exchange engaged in the business of mining exploration. Ms. MacDonald has been a director of Metalex Ventures Ltd since March 31, 1997. Metalex is a publicly traded company on the TSX Venture Exchange engaged in the business of diamond exploration. Ms. MacDonald has been President, CEO and a Director of Valley High Ventures Ltd. since June 26, 1996. Valley High Ventures Ltd. is a publicly traded company on the TSX Venture Exchange engaged in the business of mining exploration. Ms. MacDonald has been a director of Consolidated AGX Resources since August 17, 1999. Consolidated AGX Resources is a publicly traded company on the TSX Venture Exchange engaged in the business of mining exploration. Ms. MacDonald was a director and Officer of Sovereign Chief Ventures from October 5, 1995 to June 27, 2002. Sovereign Chief Ventures is a publicly trading company on the TSX Venture Exchange engaged in the business of oil and gas exploration and development. Ms MacDonald previously worked with Dia-Met Minerals Ltd from 1995 to 1998, as Manager of Corporate Communications, assisting in raising financing capital to develop North America’s first producing diamond mine. Ms. MacDonald was an investment advisor for Yorkton Securities from 1989 to 1991. Ms. MacDonald was an investment advisor with Continental Carlisle Douglas from 1985 to 1989. She was an investment advisor for Osler Wills Bickle Securities from 1982 to 1985. Ms. Miller is the sister of Ms. MacDonald.

      Since April 21, 2006, Egil Livgard has been our president, principal executive officer and a member of the board of directors. Since May 1970, Mr. Livgard has been a consulting geological engineer. Since October 2002, Mr. Livgard has been a director of CanAfrican Metal and Mining Corp (formerly Uganda Gold Mining Ltd.), an Alberta corporation located in Vancouver, British Columbia, engaged in the business of resources exploration. CanAfrican Metal and Mining Corp. is traded on the TSX Venture Exchange under the symbol CIF.V. Since November 2003, Mr. Livgard has been a director or North American Gem Inc., a British Columbia corporation located in Vancouver, British Columbia engaged in the business of resources exploration. North American Gem Inc. is traded on the TSX Venture Exchange under the symbol NAG.v. From February 1987 to May 2005, Mr. Livgard was a director of Huldra Silver Inc., a British Columbia corporation located in Vancouver, British Columbia engaged in the business of resources exploration. Huldra Silver Inc. is traded on the TSX Venture Exchange under the symbol HAD.V. From May 1996 to August 2000, Mr. Livgard was a director of Consolidated Big Valley Resources Inc., a British Columbia corporation located in Vancouver, British Columbia engaged in the business of resources exploration. Consolidated Big Valley Resources Inc. is traded on the TSX Ventures Exchange under the symbol CBC.H.

 

 

 

-37-


Conflicts of Interest

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

Involvement in Certain Legal Proceedings

      Other than as described in this section, to our knowledge, during the past five years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two yeas before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Audit Committee and Charter

      We have a separately-designated audit committee of the board. Audit committee functions are performed by our board of directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of our audit committee charter is filed as an exhibit to this report.

 


-38-


Audit Committee Financial Expert

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

Code of Ethics

      We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics is filed as an exhibit to this report.

Disclosure Committee and Charter

      We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of the disclosure committee charter is filed as an exhibit to this report.

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

     As of the date of this report, we are not subject to section 16(a) of the Securities Exchange Act of 1934.

ITEM 10.     EXECUTIVE COMPENSATION

      The following table sets forth the compensation paid by us to our officers from inception on May 26, 2005 through June 30, 2007. The compensation addresses all compensation awarded to, earned by, or paid to the named executive officers for the fiscal year ended June 30, 2007. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.

Executive Officer Compensation Table
            Non-   Nonqualified      
            Equity   Deferred   All    
            Incentive   Compensa-   Other    
        Stock   Option   Plan   Tion   Compen-    
Name and         Salary   Bonus   Awards   Awards   sation   Total  
Principal Position   Year   (US$)   (US$)   (US$)   (US$)   (US$)   (US$)   (US$)   (US$)  
(a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)  
Egil Livgard   2007   0   0   0   0   0   0   0   0  
President, Principal   2006   0   0   0   0   0   0   0   0  
Executive Officer   2005   0   0   0   0   0   0   0   0  
 
Kathrine MacDonald   2007   0   0   0   0   0   0   0   0  
Principal Financial   2006   0   0   0   0   0   0   0   0  
Officer   2005   0   0   0   0   0   0   0   0  

-39-


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

              Director Compensation Table      
(a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)  
          Change in      
          Pension      
          Value and      
  Fees       Non-Equity   Nonqualified   All    
  Earned       Incentive   Deferred   Other    
  or Paid   Stock   Option   Plan   Compensation        Compen-    
  in Cash       Awards   Awards      Compensation   Earnings   sation   Total  
Name   ($)   ($)   ($)   ($)   ($)   ($)   ($)  
Egil Livgard   0   0   0   0   0   0   0  
Kathrine MacDonald   0   0   0   0   0   0   0  

      We have not paid any salaries in 2007 and we do not anticipate paying any salaries at any time in 2008. We will not begin paying salaries until we have adequate funds to do so. Our directors do not receive any compensation for serving as members of the board of directors.

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

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

Long-Term Incentive Plan Awards

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

Indemnification

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

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

-40-


ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

Name and Address     Percentage of  
Beneficial Ownership [1]   Number of Shares   Ownership  
Egil Livgard   0   0.00 %  
1990 King Albert Avenue        
Coquitlam, British Columbia        
Canada V3J 1Z2        
 
Kathrine MacDonald [2]   3,000,000   42.43 %  
850 West Hastings Street        
Suite 201        
Vancouver, British Columbia        
Canada V6C 1E1        
 
All Officers and Directors   3,000,000   42.43 %  
as a Group (2 persons)        
 
Marilyn Miller   3,000,000   42.43 %  
6036A Bondsteel Circle        
San Antonio, Texas 78234        

[1]      

The persons named above "promoters" as defined in the Securities Exchange Act of 1934. Mr. Livgard and Ms. MacDonald are the only "promoters" of our company.

 
[2]      

Ms. MacDonald holds title to her common stock in the name of Dimac Capital Corp., a British Columbia corporation which she owns and controls.

Future Sales by Existing Stockholders

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

 

 

-41-


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

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

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

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In April 2006, 3,000,000 shares of common stock were issued to Dimac Capital Corp., a corporation owned and controlled by Kathrine MacDonald. Additionally, 3,000,000 shares of common stock were issued to Marilyn Miller, an individual. These transactions were accounted for as acquisitions of shares of common stock for consideration of $30.00.

      Mr. Livgard and Ms. MacDonald are our only promoters. They have not received nor will they receive anything of value from us, directly or indirectly, in their capacities as promoters.

      Dimac Capital Corp. advanced $20,760 to cover some initial expenses. Egil Livgard, one of our officers and directors advanced us $10,000.00 to cover the cost of staking.


PART IV

ITEM 13.     EXHIBITS

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

    Incorporated by reference  
        Filed  
Exhibit   Document Description   Form   Date   Number  herewith  
3.1   Articles of Incorporation.   SB-2   10/10/06         3.1  
3.2   Bylaws.   SB-2   10/10/06         3.2  
4.1   Specimen Stock Certificate.   SB-2   10/10/06         4.1  
14.1   Code of Ethics.         X
31.1   Certification of Principal Executive Officer and         X
  Principal Financial Officer pursuant to 15d-15(e),        
  promulgated under the Securities and Exchange Act of        
  1934, as amended.        
32.1   Certification pursuant to 18 U.S.C. Section 1350, as         X
  adopted pursuant to Section 906 of the Sarbanes-Oxley        
  Act of 2002 (Chief Executive Office and Chief        
  Financial Officer).        
99.2   Audit Committee Charter.         X
99.3   Disclosure Committee Charter.         X

-42-


ITEM 14.      PRINCIPAL ACCOUNTING FEES AND SERVICES

(1) Audit Fees

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

2007   $   6,000 Morgan & Company, Chartered Accountant  
2006   $   6,244 Morgan & Company, Chartered Accountant  

(2) Audit-Related Fees

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

2007   $   3,409 Morgan & Company, Chartered Accountant  
2006   $  nil Morgan & Company, Chartered Accountant  

(3) Tax Fees

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

2007   $   nil Morgan & Company, Chartered Accountant  
2006   $   nil Morgan & Company, Chartered Accountant  

(4) All Other Fees

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

2007   $   nil Morgan & Company, Chartered Accountant  
2006   $   nil Morgan & Company, Chartered Accountant  

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

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

 

 

 

-43-


SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized on this 27 th day of September, 2007.

GOLDEN STAR RESOURCE CORP.

BY:    EGIL LIVGARD
         Egil Livgard, President and Principal Executive
         Officer

BY:    KATHRINE MACDONALD
         Kathrine MacDonald, Principal Financial Officer, 
         Principal Accounting Officer, Secretary/Treasurer 
         and a member of the Board of Directors

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

Signature                                                                   Title   Date  
 
EGIL LIVGARD   President, Principal Executive Officer, and a   September 27, 2007  
Egil Livgard   member of the Board of Directors    
 
KATHRINE MACDONALD   Principal Financial Officer, Principal Accounting   September 27, 2007  
Kathrine MacDonald   Officer, Secretary/Treasurer and a member of the    
  Board of Directors    

 

 

 

 

 

 

 

 

 

-44-


EXHIBIT INDEX
 
 
      The following is a complete list of exhibits filed as part of this annual report:    
 
    Incorporated by reference  
        Filed  
Exhibit   Document Description   Form   Date   Number herewith  
3.1   Articles of Incorporation.   SB-2   10/10/06         3.1  
3.2   Bylaws.   SB-2   10/10/06         3.2  
4.1   Specimen Stock Certificate.   SB-2   10/10/06         4.1  
14.1   Code of Ethics.         X
31.1   Certification of Principal Executive Officer and          X
  Principal Financial Officer pursuant to 15d-15(e),          
  promulgated under the Securities and Exchange Act of          
  1934, as amended.          
32.1   Certification pursuant to 18 U.S.C. Section 1350, as          X
  adopted pursuant to Section 906 of the Sarbanes-Oxley          
  Act of 2002 (Chief Executive Office and Chief          
  Financial Officer).          
99.2   Audit Committee Charter.         X
99.3   Disclosure Committee Charter.         X

 

 

 

 

 

 

 

 

 

-45-


Exhibit 14.1

GOLDEN STAR RESOURCE CORP.
CODE OF ETHICS

TOPICS

1.               Statement of Policy
2.               Implementation and Enforcement
3.               Relations with Competitors and Other Third Parties
4.               Insider Trading, Securities Compliance and Public Statements
5.               Financial Reporting
6.               Human Resources
7.               Environmental, Health and Safety
8.               Conflicts of Interest
9.               International Trade
10.              Government Relations
11.             Contractors, Consultants, and Temporary Workers
12.             Conclusion

1.       STATEMENT OF POLICY
 
  The Company has adopted eight Corporate Values (Focus, Respect, Excellence, Accountability, Teamwork, Integrity, Very Open Communications and Enjoying Our Work) to provide a framework for all employees in conducting ourselves in our jobs. These policies are not intended to substitute for those Values, but will serve as guidelines in helping you to conduct the Company’s business in accordance with our Values. Compliance requires meeting the spirit, as well as the literal meaning, of the law, the policies and the Values. It is expected that you will use common sense, good judgment, high ethical standards and integrity in all your business dealings.
 
  If you encounter a situation you are not able to resolve by reference to these policies, ask for help. Contact Egil Livgard, Chairman and Chief Executive Officer, who has been identified as responsible for overseeing compliance with these policies.
 
  Violations of the law or the Company’s policies will subject employees to disciplinary action, up to and including termination of employment. In addition, individuals involved may subject themselves and the Company to severe penalties including fines and possible imprisonment. Compliance with the law and high ethical standards in the conduct of Company business should be a top priority for each employee, officer and director.
 
2.       IMPLEMENTATION AND ENFORCEMENT.
 
  Egil Livgard, our Chairman and Chief Executive Officer, has been appointed as Compliance Officer of the Company, responsible for overseeing compliance with, and enforcement of, all Company policies.
 

1


  Employees are expected to be familiar with these policies as they apply to their duties. They should consult with their managers if they need assistance in understanding or interpreting these policies. Each employee is required to follow these policies and to comply with their terms. A refusal by any employee to agree to be bound by these policies shall be grounds for discipline up to and including dismissal.
 
  Any employee who, in good faith, has reason to believe a Company operation or activity is in violation of the law or of these policies must call the matter to the attention of Egil Livgard, our Chairman and Chief Executive Officer. All reports will be reviewed and investigated and as necessary under the circumstances, and the reporting employee should provide sufficient information to enable a complete investigation to be undertaken.
 
  Any employee who makes an allegation in good faith reasonably believing that a person has violated these policies or the law, will be protected against retaliation.
 
3.       RELATIONS WITH COMPETITORS AND OTHER THIRD PARTIES.
 
  The Company’s policy is to comply fully with competition and antitrust laws throughout the world. These laws generally prohibit companies from using illegal means to maintain, obtain or attempt to obtain a monopoly in a market. They also prohibit companies from engaging in unfair trade practices. “Unfair trade practices” include fixing prices, dividing markets, agreeing with competitors not to compete, or agreeing to boycott certain customers. It is advised that you consult with the Egil Livgard before attending a meeting with a party who may be viewed as a competitor.
 
4.       INSIDER TRADING, SECURITIES COMPLIANCE AND PUBLIC STATEMENTS.
 
  Securities laws prohibit anyone who is in possession of material, non-public information (“Insider Information”) about a company from purchasing or selling stock of that company, or communicating the information to others. Information is considered “material” if a reasonable investor would consider it to be important in making a decision to buy or sell that stock. Some examples include financial results and projections, new products, acquisitions, major new contracts or alliances prior to the time that they are publicly announced. Employees who become aware of such Inside Information about the Company must refrain from trading in the shares of the Company until the Inside Information is publicly announced.
 
  Employees must also refrain from disclosing that information to persons who do not have a Company need to know, whether they are inside the Company or outside, such as spouses, relatives or friends.
 
  The Company makes regular formal disclosures of its financial performance and results of operations to the investment community. We also regularly issue press releases. Other than those public statements, which go through official Company channels, employees are prohibited from communicating outside the Company about the Company’s business, financial performance or future prospects. Such communications include questions from securities analysts, reporters or other news media, but also include seemingly innocent discussions with family, friends, neighbors or acquaintances.
 

2


5.       FINANCIAL REPORTING.
 
  The Company is required to maintain a variety of records for purposes of reporting to the government. The Company requires all employees to maintain full compliance with applicable laws and regulations requiring that its books of account and records be accurately maintained. Specifics of these requirements are available from Egil Livgard.
 
6.       HUMAN RESOURCES.
 
  The Company is committed to providing a work environment that is free from unlawful harassment and discrimination, and respects the dignity of its employees. The Company has policies covering various aspects of its relationship with its employees, as well as employees’ relationships with each other. For more detailed information, you should consult Egil Livgard. Each employee is expected to be familiar with these policies and to abide by them.
 
7.       ENVIRONMENTAL, HEALTH AND SAFETY.
 
  The Company is committed to protecting the health and safety of our employees, as well as the environment in general. The Company expects employees to obey all laws and regulations designed to protect the environment, and the health and safety of our employees, and to obtain and fully observe all permits necessary to do business.
 
  At the very least, all employees should be familiar with and comply with safety regulations applicable to their work areas. The Company will make, to the extent possible, reasonable accommodations for the known physical or mental limitations of our employees. Employees who require an accommodation should contact Egil Livgard. The Company will then engage in an interactive process to determine what reasonable accommodations may exist.
 
8.       CONFLICTS OF INTEREST.
 
  Each employee is expected to avoid any activity, investment or association that interferes with the independent exercise of his or her judgment in the Company’s best interests (“Conflicts of Interest”). Conflicts of Interest can arise in many situations. They occur most often in cases where the employee or the employee’s family obtains some personal benefit at the expense of the Company’s best interests.
 
  No employee, or any member of employee’s immediate family, shall accept money, gifts of other than nominal value, unusual entertainment, loans, or any other preferential treatment from any customer or supplier of the Company where any obligation may be incurred or implied on the giver or the receiver or where the intent is to prejudice the recipient in favor of the provider. Likewise, no employee shall give money, gifts of other than nominal value, unusual entertainment or preferential treatment to any customer or supplier of the Company, or any employee or family members thereof, where any obligation might be incurred or implied, or where the intent is to prejudice the recipient in favor of the Company. No such persons shall solicit or accept kickbacks, whether in the form of money, goods, services or otherwise, as a means of influencing or rewarding any decision or action taken by a foreign or domestic vendor, customer, business partner, government employee or other person whose position may affect the Company’s business.
 

3


  No employee shall use Company property, services, equipment or business for personal gain or benefit.
 
  Employees may not: (1) act on behalf of, or own a substantial interest in, any company or firm that does business, or competes, with the Company; (2) conduct business on behalf of the Company with any company or firm in which the employee or a family member has a substantial interest or affiliation. Exceptions require advance written approval from the Legal Department.
 
  Employees should not create the appearance that they are personally benefitting in any outside endeavor as a result of their employment by the Company, or that the Company is benefitting by reason of their outside interests. Any employee who is not sure whether a proposed action would present a conflict of interest or appear unethical should consult with Egil Livgard.
 
9.       INTERNATIONAL TRADE.
 
  The Company must comply with a variety of laws around the world regarding its activities. In some cases, the law prohibits the disclosure of information, whether the disclosure occurs within the U.S. or elsewhere, and whether or not the disclosure is in writing.
 
  Payments or gifts to non-U.S. government officials are prohibited by law and by Company policy. The Foreign Corrupt Practices Act precludes payments to non-U.S. government officials for the purpose of obtaining or retaining business, even if the payment is customary in that country. This law applies anywhere in the world to U.S. citizens, nationals, residents, businesses or employees of U.S. businesses. Because Golden Star Resources Corp. is a U.S. company, this law applies to the Company and all of its subsidiaries. Any questions on this policy should be directed to Egil Livgard.
 
10.       GOVERNMENT RELATIONS.
 
  The Company is prohibited by law from making any contributions or expenditures in connection with any U.S. national election. This includes virtually any activity that furnishes something of value to an election campaign for a federal office. Use of the Company’s name in supporting any political position or ballot measure, or in seeking the assistance of any elected representative, requires the specific approval of the Chairman and Chief Executive Officer of the Company. Political contributions or expenditures are not to be made out of Company funds in any foreign country, even if permitted by local law, without the consent of the Company’s Chairman and Chief Executive Officer.
 
  U.S. law also prohibits giving, offering, or promising anything of value to any public official in the U.S. or any foreign country to influence any official act, or to cause an official to commit or omit any act in violation of his or her lawful duty. Company employees are expected to comply with these laws.
 
11.       VENDORS, CONTRACTORS, CONSULTANTS AND TEMPORARY WORKERS.
 
  Vendors, contractors, consultants or temporary workers who are acting on the Company’s behalf, or on Company property, are expected to follow the law, Company policies and honor Company Values. Violations will subject the person or firm to sanctions up to and including loss of the contract, contracting or consulting agreement, or discharge from temporary assignment.
 

4


12.    CONCLUSION.

This Code of Ethics is not intended to cover every possible situation in which you may find yourself. It is meant to give you the boundaries within which the Company expects you to conduct yourself while representing Golden Star Resource Corp. You may find yourself in a situation where there is no clear guidance given by this Code of Ethics. If that occurs, return to the foundations stated earlier: common sense, good judgment, high ethical standards and integrity. And refer to the Company’s Values. In addition, there are many resources upon which you may rely: your management chain, Human Resources, Legal or other Golden Star Resource Corp. departments, and the CEO. Together we can continue to make Golden Star Resource Corp. a company that sets a standard for mining exploration.

______________________________________
Employee

 

 

 

 

 

 

 

 

 

5


GOLDEN STAR RESOURCE CORP.
VALUES

FOCUS

We exist only because we are engaged in the search for mineral deposits or reserves which are not in either development or production stages.

 

RESPECT

EXCELLENCE

ACCOUNTABILITY

We value all people, treating them with dignity at all times.

We strive for “Best in Class” in everything we do.

We do what we say we will do and expect the same from others.

 

TEAMWORK

We believe that cooperative action produces superior results.

 

INTEGRITY

We are honest with ourselves, each other, our customers, our partners and our shareholders

 

VERY OPEN COMMUNICATION

We share information, ask for feedback, acknowledge good work, and encourage diverse ideas.

 

ENJOYING OUR WORK

We work hard, are rewarded for it, and maintain a good sense of perspective, humor and enthusiasm.


 

 

 

 

 

 

6


Reportable Violations - Anonymous Reporting Program

Accounting Error
Accounting Omissions
Accounting Misrepresentations
Auditing Matters
Compliance/Regulation Violations
Corporate Scandal
Domestic Violence
Discrimination
Embezzlement
Environmental Damage
Ethics Violation
Fraud
Harassment
Industrial Accidents
Misconduct
Mistreatment
Poor Customer Service
Poor Housekeeping
Sabotage
Securities Violation
Sexual Harassment
Substance Abuse
Theft
Threat of Violence
Unfair Labor Practice
Unsafe Working Conditions
Vandalism
Waste
Waste of Time and Resources
Workplace Violence

 

 

 

 

 

7


Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

Principal Executive Officer

I, Egil Livgard, certify that:

1.       I have reviewed this 10-KSB for the year ended June 30, 2007 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)) for the registrant and have:
 
  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.       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
 
  c.       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:   September 28, 2007                                                                                  EGIL LIVGARD  
    Egil Livgard  
    President, Principal Executive Officer and a member of the  
    board of directors.  


Exhibit 31.2

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

Principal Financial Officer

I, Kathrine MacDonald, certify that:

1.       I have reviewed this 10-KSB for the year ended June 30, 2007 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)) for the registrant and have:
 
  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.       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
 
  c.       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:   September 28, 2007                                                                            KATHRINE MACDONALD  
    Kathrine MacDonald  
    Principal Financial Officer, Principal Accounting Officer,  
    Secretary/Treasurer and a member of the board of  
    directors.  


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 Annual Report of Golden Star Resource Corp. (the "Company") on Form 10-KSB for the year ended June 30, 2007 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Egil Livgard, 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 28 th day of September, 2007.

EGIL LIVGARD
Egil Livgard
President, Chief Executive Officer and a member of
the board of directors.

 

 

 

 


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 Annual Report of Golden Star Resource Corp. (the "Company") on Form 10-KSB for the year ended June 30, 2007 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Kathrine MacDonald, 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 28 th day of September, 2007.

KATHRINE MACDONALD
Kathrine MacDonald
Chief Financial Officer, Secretary/Treasurer and a member
of the board of directors.

 

 

 

 

 

 


Exhibit 99.2

GOLDEN STAR RESOURCE CORP.
CHARTER - AUDIT COMMITTEE

Committee Role

      The committee's role is to act on behalf of the board of directors and oversee all material aspects of the company's reporting, control, and audit functions, except those specifically related to the responsibilities of another standing committee of the board. The audit committee's role includes a particular focus on the qualitative aspects of financial reporting to shareholders and on company processes for the management of business/financial risk and for compliance with significant applicable legal, ethical, and regulatory requirements.

      In addition, the committee responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) establishing internal financial controls; (5) engaging outside advisors; and, (6) funding for the outside auditor and any outside advisors engagement by the audit committee.

      The role also includes coordination with other board committees and maintenance of strong, positive working relationships with management, external and internal auditors, counsel, and other committee advisors.

Committee Membership

      The committee shall consist of the entire board directors. The committee shall have access to its own counsel and other advisors at the committee's sole discretion.

Committee Operating Principles

      The committee shall fulfill its responsibilities within the context of the following overriding principles:

(1)       Communications - The chairperson and others on the committee shall, to the extent appropriate, have contact throughout the year with senior management, other committee chairpersons, and other key committee advisors, external and internal auditors, etc., as applicable, to strengthen the committee's knowledge of relevant current and prospective business issues.
 

1


(2)       Committee Education/Orientation - The committee, with management, shall develop and participate in a process for review of important financial and operating topics that present potential significant risk to the company. Additionally, individual committee members are encouraged to participate in relevant and appropriate self-study education to assure understanding of the business and environment in which the company operates.
 
(3)       Annual Plan - The committee, with input from management and other key committee advisors, shall develop an annual plan responsive to the “primary committee responsibilities” detailed herein. The annual plan shall be reviewed and approved by the full board.
 
(4)       Meeting Agenda - Committee meeting agendas shall be the responsibility of the committee chairperson, with input from committee members. It is expected that the chairperson would also ask for management and key committee advisors, and perhaps others, to participate in this process.
 
(5)       Committee Expectations and Information Needs - The committee shall communicate committee expectations and the nature, timing, and extent of committee information needs to management, internal audit, and external parties, including external auditors. Written materials. including key performance indicators and measures related to key business and financial risks, shall be received from management, auditors, and others at least one week in advance of meeting dates. Meeting conduct will assume board members have reviewed written materials in sufficient depth to participate in committee/board dialogue.
 
(6)       External Resources -The committee shall be authorized to access internal and external resources, as the committee requires, to carry out its responsibilities.
 
(7)       Committee Meeting Attendees - The committee shall request members of management, counsel, internal audit, and external auditors, as applicable, to participate in committee meetings, as necessary, to carry out the committee responsibilities. Periodically and at least annually, the committee shall meet in private session with only the committee members. It shall be understood that either internal or external auditors, or counsel, may, at any time, request a meeting with the audit committee or committee chairperson with or without management attendance. In any case, the committee shall meet in executive session separately with internal and external auditors, at least annually.
 
(8)       Reporting to the Board of Directors - The committee, through the committee chairperson, shall report periodically, as deemed necessary, but at least semi-annually, to the full board.
 
  In addition, summarized minutes from committee meetings, separately identifying monitoring activities from approvals, shall be available to each board member at least one week prior to the subsequent board of directors meeting.
 

2


(9)       Committee Self Assessment - The committee shall review, discuss, and assess its own performance as well as the committee role and responsibilities, seeking input from senior management, the full board, and others. Changes in role and/or responsibilities, if any, shall be recommended to the full board for approval.

Meeting Frequency

      The committee shall meet at least three times quarterly. Additional meetings shall be scheduled as considered necessary by the committee or chairperson.

Reporting to Shareholders

      The committee shall make available to shareholders a summary report on the scope of its activities. This may be identical to the report that appears in the company's annual report.

Committee's Relationship with External and Internal Auditors

(1)       The external auditors, in their capacity as independent public accountants, shall be responsible to the board of directors and the audit committee as representatives of the shareholders.
 
(2)       As the external auditors review financial reports, they will be reporting to the audit committee. They shall report all relevant issues to the committee responsive to agreed-on committee expectations. In executing its oversight role, the board or committee should review the work of external auditors.
 
(3)       The committee shall annually review the performance (effectiveness, objectivity, and independence) of the external and internal auditors. The committee shall ensure receipt of a formal written statement from the external auditors consistent with standards set by the Independent Standards Board and the Securities and Exchange Commission. Additionally, the committee shall discuss with the auditor relationships or services that may affect auditor objectivity or independence. If the committee is not satisfied with the auditors' assurances of independence, it shall take or recommend to the full board appropriate action to ensure the independence of the external auditor.
 
(4)       The internal audit function shall be responsible to the board of directors through the committee.
 
(5)       If either the internal or the external auditors identify significant issues relative to the overall board responsibility that have been communicated to management but, in their judgment, have not been adequately addressed, they should communicate these issues to the committee chairperson.
 
(6)       Changes in the directors of internal audit or corporate compliance shall be subject to committee approval.
 

3


Primary Committee Responsibilities

Monitor Financial Reporting and Risk Control Related Matters

          The committee should review and assess:

(1)       Risk Management - The company's business risk management process, including the adequacy of the company's overall control environment and controls in selected areas representing significant financial and business risk.
 
(2)       Annual Reports and Other Major Regulatory Filings - All major financial reports in advance of filings or distribution.
 
(3)       Internal Controls and Regulatory Compliance - The company's system of internal controls for detecting accounting and reporting financial errors, fraud and defalcations, legal violations, and noncompliance with the corporate code of conduct.
 
(4)       Internal Audit Responsibilities - The annual audit plan and the process used to develop the plan. Status of activities, significant findings, recommendations, and management's response.
 
(5)       Regulatory Examinations - SEC inquiries and the results of examinations by other regulatory authorities in terms of important findings, recommendations, and management's response.
 
(6)       External Audit Responsibilities - Auditor independence and the overall scope and focus of the annual/interim audit, including the scope and level of involvement with unaudited quarterly or other interim-period information.
 
(7)       Financial Reporting and Controls - Key financial statement issues and risks, their impact or potential effect on reported financial information, the processes used by management to address such matters, related auditor views, and the basis for audit conclusions. Important conclusions on interim and/or year-end audit work in advance of the public release of financials.
 
(8)       Auditor Recommendations - Important internal and external auditor recommendations on financial reporting, controls, other matters, and management's response. The views of management and auditors on the overall quality of annual and interim financial reporting.
 

         The committee should review, assess, and approve:

(1)       The code of ethical conduct.
 
(2)       Changes in important accounting principles and the application thereof in both interim in and annual financial reports.
 

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(3)       Significant conflicts of interest and related-party transactions.
 
(4)       External auditor performance and changes in external audit firm (subject to ratification by the full board).
 
(5)       Internal auditor performance and changes in internal audit leadership and/or key financial management.
 
(6)       Procedures for whistle blowers.
 
(7)       Pre-approve allowable services to be provided by the auditor.
 
(8)       Retention of complaints.
 

 

 

 

 

 

 

 

 

 

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Exhibit 99.3

GOLDEN STAR RESOURCE CORP.

DISCLOSURE COMMITTEE

CHARTER

Disclosure Policy

All financial disclosures made by the Corporation to its security holders or the investment community should (i) be accurate, complete and timely, (ii) fairly present, in all material respects, the Corporation’s financial condition, results of operations and cash flows, and (iii) meet any other legal, regulatory or stock exchange requirements.

Committee Purpose

The Corporation’s Disclosure Committee (the “Committee”) shall assist the Corporation’s officers and directors (collectively, the “Senior Officers”) fulfilling the Corporation’s and their responsibilities regarding (i) the identification and disclosure of material information about the Corporation and (ii) the accuracy, completeness and timeliness of the Corporation’s financial reports.

Responsibilities

Subject to the supervision and oversight of Senior Officers, the Committee shall be responsible for the following tasks:

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Other Responsibilities

The Committee shall have such other responsibilities, consistent with the Committee’s purpose, as any Senior Officer may assign to it from time to time.

Disclosure Control Considerations

The Committee shall base the review and revision of the Disclosure Controls and Procedures on the following factors:

Organization

The members of the Committee will be comprised of the Corporations officers and directors.

The Committee may designate two or more individuals, at least one of whom shall be knowledgeable about financial reporting and another about law, who can, acting together, review Disclosure Statements when time does not permit full Committee review.

The Senior Officers at their option may, at any time and from time to time, assume any or all of the responsibilities of the Disclosure Committee identified in this Charter, including, for example, approving Disclosure Statements when time does not permit the full Committee (or the designated individuals) to meet or act.

 

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Chair

The Chief Financial Officer of the Corporation shall act as the Chair of the Committee (unless and until another member of the Committee shall be so appointed by any Senior Officer).

Meetings and Procedures

The Committee shall meet or act as frequently and as formally or informally as circumstances dictate to (i) ensure the accuracy, completeness and timeliness of the Disclosure Statements and (ii) evaluate the Disclosure Controls and Procedures and determine whether any changes to the Disclosure Controls and Procedures are necessary or advisable in connection with the preparation of the Reports or other Disclosure Statements, taking into account developments since the most recent evaluation, including material changes in the Corporation’s organization and business lines and any material change in economic or industry conditions.

The Committee shall adopt, whether formally or informally, such procedures as it deems necessary to facilitate the fulfillment of its responsibilities.

Full Access

The Committee shall have full access to all of Corporation’s books, records, assets, facilities and personnel, including the internal auditors, in connection with fulfilling its responsibilities.

Charter Review

The Committee shall review and assess this Charter annually, and recommend any proposed changes to the Senior Officers for approval.

Interpretation

Any questions of interpretation regarding this Charter, or the Committee’s responsibilities or procedures, shall be determined initially by the Chair and, to the extent necessary, ultimately by the Senior Officers.

 

 

 

 

 

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