GLNS 10-Q
Golden Star Resource Corp. (GLNS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR
THE QUARTERLY PERIOD ENDED
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
file number
(An Exploration Stage Company)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Address of principal executive offices, including zip code.)
(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. ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☐ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☐ | Smaller reporting company |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: as of February 13, 2023.
TABLE OF CONTENTS
| 2 |
GOLDEN STAR RESOURCE CORP.
CONDENSED INTERIM FINANCIAL STATEMENTS
SIX MONTHS ENDED
DECEMBER 31, 2022 AND 2021
(Stated in U.S. Dollars)
(Unaudited)
| 3 |
GOLDEN STAR RESOURCE CORP.
CONDENSED INTERIM BALANCE SHEETS
(Stated in U.S. Dollars)
(Unaudited)
| December 31, 2022 | June 30, 2022 | |||||||
| ASSETS | ||||||||
| Current | ||||||||
| Cash | $ | ( | ) | $ | ||||
| Prepaid fees | ||||||||
| TOTAL ASSETS | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY) | ||||||||
| Current | ||||||||
| Accounts payables and accrued liabilities | $ | $ | ||||||
| Loan payable (Note 7) | ||||||||
| Due to related parties (Note 6) | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ (DEFICIENCY) EQUITY | ||||||||
| Capital stock (Note 5) | ||||||||
| Authorized: | ||||||||
| voting common shares with a par value of $ per share preferred shares with a par value of $ per share; none issued | ||||||||
| Issued: | ||||||||
| common shares | $ | $ | ||||||
| Additional paid in capital | ||||||||
| Deficit accumulated during the exploration stage | ( | ) | ( | ) | ||||
| ( | ) | ( | ) | |||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY) EQUITY | $ | $ | ||||||
Nature of operations and going concern (Note 1)
The accompanying notes are an integral part of these condensed interim financial statements
| 4 |
GOLDEN STAR RESOURCE CORP.
CONDENSED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated in U.S. Dollars)
(Unaudited)
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Expenses | ||||||||||||||||
| Foreign exchange loss (gain) | $ | $ | $ | $ | ||||||||||||
| Bank fees | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Office expenses | ||||||||||||||||
| Transfer and filing fees | ||||||||||||||||
| Net Loss and Comprehensive Loss | $ | ( | ) | $ | ( | ) | $ | ( |
) | $ | ( |
) | ||||
| Basic and fully diluted loss per share | $ | ( | ) | $ | ( | ) | $ | ( |
) | $ | ( |
) | ||||
| Weighted average number of common shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these condensed interim financial statements
| 5 |
GOLDEN STAR RESOURCE CORP.
CONDENSED INTERIM STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
(Unaudited)
| SIX MONTHS ENDED | ||||||||
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| Cash flow from operating activities: | ||||||||
| Net loss for the period | $ | ( | ) | $ | ( | ) | ||
| Change in working capital Items: | ||||||||
| Prepaid fees | ( | ) | ||||||
| Accounts payables and accrued liabilities | ( | ) | ||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Cash flow from financing activities | ||||||||
| Due to related parties | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Cash increase (decrease) in the period | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | ( | ) | $ | ||||
The accompanying notes are an integral part of these condensed interim financial statements
| 6 |
GOLDEN STAR RESOURCE CORP.
CONDENSED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY
(Stated
in U.S. Dollars)
(Unaudited)
| NUMBER OF COMMON SHARES | PAR VALUE | ADDITIONAL PAID-IN CAPITAL | DEFICIT ACCUMULATED DURING THE PERIOD | TOTAL | ||||||||||||||||
| Balance, June 30, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the period | ( | ) | ( | ) | ||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the period | ( | ) | ( | ) | ||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these condensed interim financial statements
| 7 |
GOLDEN STAR RESOURCE CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
December 31, 2022
(Stated in U.S. Dollars)
(Unaudited)
1. NATURE OF OPERATIONS AND GOING CONCERN
Organization
The Company was incorporated in the State of Nevada, U.S.A. on April 21, 2006.
Exploration Stage Activities
The Company has been in the exploration stage since its formation and is primarily engaged in the acquisition and exploration of mining claims. Upon location of a commercial minable reserve, the Company expects to actively prepare the site for its extraction and enter a development stage.
Going Concern
The
general business strategy of the Company is to acquire and explore mineral properties. The continued operations of the Company and
the recoverability of mineral property costs is dependent upon the existence of economically recoverable mineral reserves, the ability
of the Company to obtain necessary financing to complete the development of its properties, and upon future profitable production. The
Company has not generated any revenues or completed development of any properties to date. Further, the Company has a working capital
deficit of $
In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These condensed interim financial statements do not include any adjustments that might result from this uncertainty.
2. BASIS OF PRESENTATION
The accompanying condensed interim financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S Securities and Exchange Commission (“SEC”) for interim financial information. The condensed interim financial statements reflect all normal recurring adjustments, which, in the portion of management, are considered necessary for a fair presentation of the results for the periods shown. The results of operations for the periods presented are not necessarily indicative of the results expected for any future period. The information included in these condensed interim financial statements should be read in conjunction with Management’s Discussion and Analysis and the audited financial statements and accompanying notes filed in Form 10-K for the year ended June 30, 2022 filed on September 28, 2022 with the U.S. Securities and Exchange Commission.
| 8 |
GOLDEN STAR RESOURCE CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
December 31, 2022
(Stated in U.S. Dollars)
(Unaudited)
3. RECENT ADOPTED AND FUTURE ACCOUNTING STANDARD
RECENT ADOPTED ACCOUNTING STANDARD
The adoption of recently issued accounting pronouncements did not have a significant impact on the Company’s results of operations, financial position or cash flow statements.
RECENT ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED
The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
4. MINERAL CLAIM INTEREST
On
August 15, 2013, the Company entered into a Quitclaim Deed (the “Deed”) with Kee Nez Resources, LLC (“Grantor”),
a Utah limited liability company. Pursuant to the Deed, the Grantor, in consideration of $
The Company did not incur further expenditures on the property during the period ended December 31, 2022 (June 30, 2022: $) due to lack of cash. The value of mineral property was written off in prior years.
5. CAPITAL STOCK
| a) | On April 24, 2006, the Company issued common shares at $ per share to founding shareholders. |
| b) | On March 28, 2007, the Company closed its public offering and issued additional common shares at $. |
| c) | The Company has not issued any shares during the period ended December 31, 2022 and year ended June 30, 2022 and it has no stock option plan, warrants or other dilutive securities. |
6. DUE TO RELATED PARTIES
As
of December 31, 2022, due to related parties balance of $
| a) | $ (June 30, 2022: $) was payable to a principal shareholder’s company, for the operating expenses paid by the related party on behalf of the Company. The loan amount is unsecured, non-interest bearing and due on demand; | |
| b) | $ |
7. LOAN PAYABLE
Loan payable was payable to non-related parties. The loan amount is unsecured, non-interest bearing and due on demand.
| 9 |
GOLDEN STAR RESOURCE CORPORATION
MANAGEMENT DISCUSSION & ANALYSIS
For the Period Ended
December 31, 2022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This section of the quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Plan of Operation
We are a start-up, exploration Stage Corporation and have not yet generated or realized any revenues from our business operations.
There is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and do not anticipate generating any revenues until we begin removing and selling minerals. There is no assurance we will ever achieve these goals. Accordingly, we must raise cash from sources other than the sale of minerals in order to implement our project and stay in business. Our only other source for cash at this time is investments by others.
Our exploration target is to find a mineralized material, specifically, an ore body containing gold. Our success depends upon finding mineralized material. This includes a determination by our consultant that the property contains reserves. We have not yet selected a consultant. Mineralized material is a mineralized body which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we don’t find mineralized material or if it is not economically feasible to remove it, we will cease operations and you will lose your investment.
In addition, we may not have enough money to complete the acquisition and exploration of a property. If it turns out that we have not raised enough money to complete our acquisition we will try to raise additional funds from a second public offering, a private placement or through loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. If we need additional money and cannot raise it, we will have to suspend or cease operations.
Research & Development
As an exploration stage company in the mining industry we are not involved in any research and development.
Effects of Compliance with Environmental Laws
As a company in the mining industry we are subject to numerous environmental laws and regulations. We strive to comply with all applicable environmental, health and safety laws and regulations are currently taking the steps indicated above. We believe that our operations are in compliance with all applicable laws and regulations on environmental matters. These laws and regulations, on federal, state and local levels, are evolving and frequently modified and we cannot predict accurately the effect, if any, they will have on its business in the future. In many instances, the regulations have not been finalized, or are frequently being modified. Even where regulations have been adopted, they are subject to varying and contradicting interpretations and implementation. In some cases, compliance can only be achieved by capital expenditure and we cannot accurately predict what capital expenditures, if any, may be required.
| 10 |
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the acquisition and exploration of our properties, and possible cost overruns due to price increases in services.
To become profitable and competitive, we need to identify a property and conduct research and explore our property before we start production of any minerals we may find. If we do find mineralized material, we will need additional funding to move beyond the research and exploration stage. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Liquidity and Capital Resources
We have completed our public offering as of March 28, 2007 and to date have raised $107,060, we will attempt to raise additional money through a subsequent private placement, public offering or through loans.
Currently, we do not have sufficient funds for our intended business operation. One of our officers and directors, has agreed in financing the related operating expenditures to maintain the Company. The foregoing agreement is oral; we have nothing in writing. While it was agreed to advance the funds, the agreement is unenforceable as a matter of law because no consideration was given. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can’t raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.
Since inception, we have issued 7,070,000 shares of our common stock and received $107,060.
In April 2006, we issued 3,000,000 shares of common stock to a former officer and director, in consideration of $30 and we issued 3,000,000 shares of common stock to one of our officers and directors in consideration of $30 pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1993.
We issued 1,070,000 shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933. This was accounted for as a purchase of shares of common stock.
As of December 31, 2022, due to related parties balance of $342,674 (June 30, 2022: $310,949) represents the combination of the following:
$314,674 (June 30, 2022: $282,949) was payable to a principal shareholder’s company, for the operating expenses paid by the related party on behalf of the Company. The loan amount is unsecured, non-interest bearing and due on demand.
$28,000 (June 30, 2022: $28,000) owed to a director of the Company, for the amount of office, travel and telephone expenses paid by the related party on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand.
Loan payable consists of the following:
$201,558 (June 30, 2022: $201,558) was payable to non-related parties. The loan amount is unsecured, non-interest bearing and due on demand.
Where you can find more information
You are advised to read this Quarterly Report on Form 10-Q in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q, Annual Report on Form 10-K, and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.
| 11 |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 12 |
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. PROPERTIES
Summary
The following is a description of the Company’s mineral properties. The Company holds a 100% interest on four contiguous Federal BLM unpatented lode mining claims in Nevada that were acquired for mineral exploration purposes, primarily in exploration for precious metals.
The Property
The four GSR lode mining claims, named GSR 1, 2, 3 and 4, were staked on Federal BLM lands on July 9, 2012 by Kee Nez Resources, LLC, a Utah limited liability company. The BLM claim numbers for claims GSR 1, 2, 3 and 4 are 1076314, 1076315, 1076316 and 1076317 respectively. Each of the four claims are 20.66 acres in size for a total of 82.64 acres.
The Company acquired these unpatented claims on August 15, 2013, from Kee Nez Resources, LLC, who quitclaimed the four claims to the Company. This transfer was filed and recorded with the BLM on August 23, 2013. As a result, Golden Star Resource Corp. holds a 100% interest in the four claims. There are no underlying agreements or royalties.
A Maintenance Fee or a Maintenance Fee Waiver Certification must be filed annually on or before September 1st in order to keep the claims valid and is filed in advance for the upcoming assessment year. Since the Company holds less than 10 Federal unpatented lode mining claims it is entitled to file a Maintenance Fee Waiver Certification in lieu of paying the fee of $155 per claim. Payment of the Maintenance Fee or filing of the Fee Waiver Certification is the responsibility of Golden Star Resource Corp. Notice of Holding of these claims is also filed annually with Churchill County.
All requirements have been met until the next annual due date of September 1, 2023.
There are no buildings, equipment or other facilities on the claims. Sources of power and water have not been investigated to date.
The Company only has mineral rights by virtue of these claims. It does not hold any surface rights.
Location
The GSR 1-4 unpatented lode mining claims are situated in Sections 9 and 16, T14N, R35E, MDM, in Churchill County, Nevada.
The property is located 98 air miles southeast of Reno, NV and 48 air miles southeast of Fallon, NV. The property can be accessed from Fallon by heading east on US Hwy 50 for 46 miles and then heading south on NV 361 for 15 miles. This paved highway cuts across the southeast corner of the claim group (see Fig 2).
| 13 |
Location Map:
| 14 |
Claim Map:
| 15 |
Geology
The GSR property lies in the Basin and Range Province near its western margin where it adjoins the northwest-southeast trending Walker Lane mineral belt. This boundary is about 20 miles west of the GSR property. The Basin and Range Province is a major physiographic region of the western US, centered on Nevada and western Utah, typified by north-northeast trending mountain ranges separated by broad flat alluvium filled valleys. Gold and silver mineralization is known to occur in many parts of this Province.
In the vicinity of the GSR property there are numerous historical small mine workings in the surrounding mountain ranges, an active exploration project at Bell Mt. 8 miles to the northwest and several past producing large gold mines, such as Paradise Peak 25 miles to the southeast and Rawhide 25 miles to the west.
The near-surface rocks in the area of the GSR property are a series of sub-outcropping Mesozoic Age metasedimentary rocks overlain by Tertiary Age rhyolitic lavas and volcanoclastics.
No exploration has been carried out on the property by GSR and it has not been examined by a GSR contracted professional geologist or by GSR’s officers or directors.
Due to current subdued market conditions in the junior natural resource markets the Company has no plans for an exploration program until it has the ability to raise sufficient funds to engage in an exploration program. Such a program would likely initially entail prospecting, geological mapping and rock-chip sampling. Quality Assurance and Quality Controls for sampling collection protocols will be developed with the exploration program as funding allows. There would be no permitting or bonding requirements for this preliminary phase of exploration. Permits and bonding would be required if and when exploration advanced to a drilling or trenching phase since those activities cause surface disturbance.
The property is currently without any known reserves and any program to be proposed in the future would be exploratory in nature.
ITEM 6. EXHIBITS.
The following documents are included herein:
| Exhibit No. | Document Description | |
| 31.1 | Certification of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification of Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| 16 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 13th day of February, 2023.
| GOLDEN STAR RESOURCE CORP. | ||
| (Registrant) | ||
| By: | /s/ Steven Bergstrom | |
| Steven Bergstrom | ||
| A member of the Board of Directors. | ||
| By: | /s/ Marilyn Miller | |
| Marilyn Miller | ||
| President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and a member of the Board of Directors. | ||
| 17 |