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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934  
  FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007  
 
  OR  
 
[   ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934  
  For the transition period from to  

Commission File Number 333-137922

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

NEVADA
(State of other jurisdiction of incorporation or
organization)

6338 North New Braunfels Avenue
San Antonio, TX 78209
(Address of principal executive offices)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X]     NO [   ]

The Registrant is a Shell company. YES [X]     NO [   ]

As of November 6, 2007, the Company had 7,070,000 shares of common stock outstanding.

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PART I. FINANCIAL INFORMATION

ITEM 1.     INTERIM FINANCIAL STATEMENTS

GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)
 
INTERIM BALANCE SHEETS
(Unaudited)
(Stated in U.S. Dollars)
 
 
  SEPTEMBER 30   JUNE 30  
    2007   2007  
 
ASSETS            
Current Assets            
        Cash   $   60,254 $   88,309  
        Prepaid expenses and deposits     337   337  
 
  $   60,591 $   88,646  
 
LIABILITIES            
Current Liabilities            
        Accounts payable and accrued liabilities   $   13,568 $   2,279  
        Due to related party (Note 4)     599   20,000  
 
    14,167   22,279  
 
SHAREHOLDER’S EQUITY            
Share Capital            
        Authorized:            
                  100,000,000 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 September 30, 2007 (June 30, 2007 –            
                  7,070,000 common shares)     70   70  
 
        Additional paid-in capital     106,990   106,990  
 
Deficit Accumulated During The Exploration Stage     (67,282 )   (47,002 )  
Accumulated Other Comprehensive Income     6,646   6,309  
    46,424   66,367  
 
  $   60,591 $   88,646  

The accompanying notes are an integral part of these financial statements.
F-1

 

-2-


GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)
 
INTERIM STATEMENTS OF OPERATIONS AND
OTHER COMPREHENSIVE INCOME
(Unaudited)
(Stated in U.S. Dollars)
 
 
            PERIOD FROM  
    THREE   THREE   INCEPTION  
    MONTHS   MONTHS   APRIL 21  
    ENDED   ENDED   2006 TO    
SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30
    2007   2006   2007  
 
Revenue      $   -   $ -   $ -  
 
Expenses                
        Professional fees     16,944   5,711   50,108  
        Consulting fees     4,859   -   4,859  
        Mineral claim payment     -   -   10,000  
        Transfer and filing fees     715   -   3,368  
        Office and sundry     983   67   1,891  
        Foreign exchange (gain)     (3,221 )   -   (2,944 )  
    20,280   5,778   67,282  
 
Net Loss     (20,280 )   (5,778 )   (67,282 )  
 
Other Comprehensive Income                
        Unrealized foreign exchange gain     337   -   6,646  
 
 
Total Comprehensive Loss      $   (19,943 ) $ (5,778 ) $ (60,636 )  
 
 
Basic And Diluted Loss Per Common Share      $   0.00   $ 0.00      
 
 
Weighted Average Number Of Common Shares              
Outstanding     7,070,000   6,000,000      

 

 

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

 

-3-


GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)
 
INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
 
 
              PERIOD FROM  
    THREE     THREE       INCEPTION  
          MONTHS     MONTHS     APRIL 21  
    ENDED     ENDED     2006 TO    
SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30
    2007     2006     2007  
 
Cash Provided by (Used for):                    
 
Operating Activities                    
            Net loss for the period       $   (20,280 )   $   (5,778 )     $   (67,282 )  
 
            Changes in non-cash operating working capital                    
            items:                    
                    Prepaid expenses and deposits     -     -     (337 )  
                    Accounts payable and accrued liabilities     11,289     -     13,568  
                    Due to related party     (19,401 )     -     1,033  
 
    (28,392 )     (5,778 )     (53,018 )  
 
Financing Activities                    
          Issue of share capital     -     -     107,060  
          Due to shareholders     -     5,711     (434 )  
    -     5,711     106,626  
 
Increase (Decrease) In Cash     (28,392 )     (67 )     53,608  
 
Effect Of Unrealized Foreign Exchange Gain     337     -     6,646  
 
Cash, Beginning Of Period     88,309     380     -  
 
Cash, End Of Period       $   60,254   $   313     $   60,254  
 
 
Supplemental Disclosure Of Cash Flow Information                    
          Interest paid       $   -   $   -     $   -  
          Income taxes paid       $   -   $   -     $   -  

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

 

-4-


GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)
 
                                            INTERIM STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
(Unaudited)
(Stated in U.S. Dollars)
 
 
COMMON STOCK   DEFICIT
  NUMBER         ADDITIONAL     ACCUMULATED    ACCUMULATED      
  OF         PAID-IN     OTHER       DURING THE      
COMMON PAR CAPITAL COMPREHENSIVE   EXPLORATION
SHARES   VALU E   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 28, 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  
 
Net loss for the period   -     -     -     -     (20,280 )   (20,280 )  
 
Unrealized foreign exchange                          
gain   -     -     -     337     -   337  
 
Balance, September 30, 2007   7,070,000   $   70     $   106,990     $   6,646   $   (67,282 )  $ 46,424  

 

 

 

 

 

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

 

-5-


GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2007
(Unaudited)
(Stated in U.S. Dollars)


1.    NATURE OF OPERATIONS

Organization

The Company was incorporated in the State of Nevada, U.S.A., on April 21, 2006.

Exploration Stage Activities

The Company has been in the exploration stage since its formation and 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.

Basis of Presentation

The unaudited financial statements as of September 30, 2007 included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations on a going basic concern-basis. This disclosure presumes funds will be available to finance on-going development, operations and capital expenditures and the realization of assets and the payment of liabilities in the normal course of operations for the foreseeable future.

In the opinion of the Company’s management these financial statements reflect all adjustments necessary to present fairly the Company’s financial position at September 30, 2007 and the results of its operation for the three months then ended. Operating results for the three months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending June 30, 2008. It is suggested that these financial statements be read in conjunction with June 30, 2007 audited financial statements and notes thereto.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As shown in the accompanying financial statements, the Company has incurred a net loss of $67,282 for the period from April 21, 2006 (inception) to September 30, 2007, and has no revenue. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral claims. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

F-5

 

-6-


GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2007
(Unaudited)
(Stated in U.S. Dollars)

  
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.

 
 

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.

 

 

F-6

 

-7-


GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2007
(Unaudited)
(Stated in U.S. Dollars)

  
2.    

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 
  d)    

Exploration Expenditures

 
   

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

 
  e)    

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

 
  f)    

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.

 
  g)    

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-7

 

-8-


GOLDEN STAR RESOURCE CORP.
(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2007
(Unaudited)
(Stated in U.S. Dollars)

  
3.    

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.

 
4.    

RELATED PARTY TRANSACTIONS AND AMOUNTS OWING

 
 

During the three months ended September 30, 2007, and for the period from inception, April 21, 2006, to September 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 September 30, 2007 of $599 (June 30, 2007 - $20,000) are unsecured and interest free with no specific terms of repayment.

 
 

During the three months ended September 30, 2007, consulting fees of $4,859 (2006 - $Nil) were paid to an officer of the Company.

 
5.    

CAPITAL STOCK

 
  a)      

On April 24, 2006, the Company issued 6,000,000 common shares at $0.00001 per share to two founding shareholders.

 
  b)      

On March 28, 2007, the Company issued additional 1,070,000 common shares at $0.10 under a public offering.

 
  c)      

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

 
6.    

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-8

-9-


ITEM 2.     MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

Plan of Operation

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

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

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

      Our exploration target is to find 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.

 

 

-10-


      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 former 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.

      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 300 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.

 

 

-11-


      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.

      As of October 17, 2007, we appointed Steve Bergstrom as our President and Director. Egil Livgard has as an officer and member of the board of directors. We have moved our office to 6338 N. New Braunfels Avenue, San Antonio, Texas 78209. We use this space on a rent free basis.

Operations to Date

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

Limited Operating History; Need for Additional Capital

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

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

 

 

-12-


Liquidity and Capital Resources

      We have completed our public offering as of March 28, 2007 and to date have raised $107,060. We will use the money to explore and develop the property. 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 cant raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.

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

      In March 2006, we issued 3,000,000 shares of common stock to Kathrine MacDonald, our 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 September 30, 2007, our total assets were $60,591 and our total liabilities were $14,167.

ITEM 3.     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.

 

 

 

-13-


PART II. OTHER INFORMATION

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS.

      On October 25, 2006, our Form SB-2 registration statement (SEC file no. 333-137922) was declared effective by the SEC. Pursuant to the SB-2, we offered up to a total of 2,000,000 shares of common stock in a direct public offering, without any involvement of underwriters or broker-dealers. The minimum number of shares offered was 1,000,000 and the maximum was 2,000,000 common shares. The offering price is $0.10 per common share. As of the date hereof, we have sold 1,070,000 shares of common stock and raised $107,000.

ITEM 6.     EXHIBITS.

     The following Exhibits are attached hereto:

Exhibit No.   Document Description  
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-15(a) and Rule 15d- 15(a), promulgated under the Securities Exchange Act of 1934, as amended.  
 
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-15(a) and Rule 15d- 15(a), promulgated under the Securities Exchange Act of 1934, as amended.  
 
32.1 Certification of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, as adopted pursuant to Section 302 Of The Sarbanes-Oxley Act of 2002.  
 
32.2 Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, as adopted pursuant to Section 302 Of The Sarbanes-Oxley Act of 2002.  

 

 

 

 

 

 

 

 

 

-14-


SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 13 th day of November, 2007.

GOLDEN STAR RESOURCE CORP.
(Registrant)

BY:    STEVEN BERGSTROM
         Steven Bergstrom
         President, Principal Executive Officer and a
         member of the Board of Directors.

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

 

 

 

 

 

 

 

 

 

 

 

-15-


EXHIBIT INDEX

 

Exhibit No.   Document Description  
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-15(a) and Rule 15d-1 5(a), promulgated under the Securities Exchange Act of 1934, as amended.  
 
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-15(a) and Rule 15d- 15(a), promulgated under the Securities Exchange Act of 1934, as amended.  
 
32.1 Certification of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, as adopted pursuant to Section 302 Of The Sarbanes-Oxley Act of 2002.  
 
32.2 Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, as adopted pursuant to Section 302 Of The Sarbanes-Oxley Act of 2002.  

 

 

 

 

 

 

 

 

 

 

 

-16-


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