ITEM
1. FINANCIAL STATEMENTS
GOLDEN
STAR RESOURCE CORP.
FINANCIAL
STATEMENTS
THREE
MONTHS ENDED
MARCH
31, 2018 AND 2017
(Stated
in U.S. Dollars)
(Unaudited)
GOLDEN
STAR RESOURCE CORP.
INTERM
BALANCE
SHEETS
(Stated
in U.S. Dollars)
(Unaudited)
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March
31, 2018
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June
30, 2017
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|
ASSETS
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|
|
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|
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|
|
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|
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Current
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
-
|
|
|
$
|
6
|
|
|
Prepaid
fees
|
|
|
5,417
|
|
|
|
2,000
|
|
|
TOTAL
ASSETS
|
|
|
5,417
|
|
|
|
2,006
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|
|
|
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LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
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Current
|
|
|
|
|
|
|
|
|
|
Accounts
payables and accrued liabilities
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|
$
|
175,726
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|
|
$
|
171,940
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|
|
Loan
payable
(Note 7)
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|
|
201,558
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|
|
|
201,558
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|
|
Due
to related parties
(Note 6)
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|
|
181,099
|
|
|
|
152,626
|
|
|
TOTAL
LIABILITIES
|
|
|
558,383
|
|
|
|
526,124
|
|
|
|
|
|
|
|
|
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|
STOCKHOLDERS’
(DEFICIENCY) EQUITY
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Capital
stock
(Note 5)
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Authorized:
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|
|
|
|
|
|
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|
100,000,000
voting common shares with a par value of $0.00001 per share
|
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|
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|
|
|
|
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|
100,000,000
preferred shares with a par value of $0.00001 per share; none issued
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Issued:
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|
|
|
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7,070,000
common shares at March 31, 2018 & June 30, 2017
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|
$
|
70
|
|
|
$
|
70
|
|
|
Additional
paid in capital
|
|
|
106,990
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|
|
|
106,990
|
|
|
Deficit
Accumulated During the Exploration Stage
|
|
|
(660,026
|
)
|
|
|
(631,178
|
)
|
|
|
|
|
(552,966
|
)
|
|
|
(524,118
|
)
|
|
|
|
|
|
|
|
|
|
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|
TOTAL
LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY) EQUITY
|
|
$
|
5,417
|
|
|
$
|
2,006
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|
Nature
of operations and going concern (note 1)
The
accompanying notes are an integral part of these interim financial statements
GOLDEN
STAR RESOURCE CORP.
INTERIM
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated
in U.S. Dollars)
(Unaudited)
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THREE
MONTHS ENDED
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|
NINE
MONTHS ENDED
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MARCH
31,
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MARCH
31,
|
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2018
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2017
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2018
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2017
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|
|
Expenses
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|
Foreign
exchange (gain) loss
|
|
$
|
37
|
|
|
$
|
-
|
|
|
$
|
1,514
|
|
|
$
|
(248
|
)
|
|
Interest
expenses
|
|
|
14
|
|
|
|
18
|
|
|
|
42
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|
|
|
54
|
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|
Office
and sundry
|
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2,000
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-
|
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2,000
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|
|
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-
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Professional
fees
|
|
|
1,265
|
|
|
|
1,739
|
|
|
|
13,117
|
|
|
|
(64
|
)
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Transfer
and filing fees
|
|
|
3,797
|
|
|
|
4,073
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|
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|
12,175
|
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9,970
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|
|
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|
7,113
|
|
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|
5,830
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28,848
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9,712
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Net
Loss and Comprehensive Loss
|
|
$
|
(7,113
|
)
|
|
$
|
(5,830
|
)
|
|
$
|
(28,848
|
)
|
|
$
|
(9,712
|
)
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|
|
|
|
|
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|
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|
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Basic
and fully diluted loss per share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
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|
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Weighted
average number of common shares outstanding
|
|
|
7,070,000
|
|
|
|
7,070,000
|
|
|
|
7,070,000
|
|
|
|
7,070,000
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|
The
accompanying notes are an integral part of these interim financial statements
GOLDEN
STAR RESOURCE CORP.
INTERIM
STATEMENTS OF CASH FLOWS
(Stated
in U.S. Dollars)
(Unaudited)
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|
NINE
MONTHS ENDED
|
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|
|
|
MARCH
31,
|
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|
2018
|
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|
2017
|
|
|
Cash
flow from operating activities:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
$
|
(28,848
|
)
|
|
$
|
(9,712
|
)
|
|
Items
not affecting cash:
|
|
|
|
|
|
|
|
|
|
Prepaid
expense
|
|
|
(3,417
|
)
|
|
|
(5,000
|
)
|
|
Accounts
payables and accrued liabilities
|
|
|
3,786
|
|
|
|
(13,150
|
)
|
|
Due
to related parties
|
|
|
28,473
|
|
|
|
-
|
|
|
Net
Cash Used in Operating Activities
|
|
|
(6
|
)
|
|
|
(27,862
|
)
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|
|
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|
|
|
|
|
|
|
|
Cash
flow from financing activities
|
|
|
|
|
|
|
|
|
|
Loan
Payable
|
|
|
-
|
|
|
|
27,811
|
|
|
Net
Cash Provided by Financing Activities
|
|
|
-
|
|
|
|
27,811
|
|
|
|
|
|
|
|
|
|
|
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|
Cash
increase (decrease) in the period
|
|
|
(6
|
)
|
|
|
(51
|
)
|
|
|
|
|
|
|
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Cash,
beginning of period
|
|
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6
|
|
|
|
65
|
|
|
|
|
|
|
|
|
|
|
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Cash,
end of period
|
|
$
|
0
|
|
|
$
|
14
|
|
The
accompanying notes are an integral part of these interim financial statements
GOLDEN
STAR RESOURCE CORP.
STATEMENTS
OF STOCKHOLDERS’ (DEFICIENCY) EQUITY
(Stated
in U.S. Dollars)
FOR
THE PERIOD ENDED MARCH 31, 2018
(Unaudited)
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|
|
NUMBER
OF COMMON SHARES
|
|
|
PAR
VALUE
|
|
|
ADDITIONAL
PAID-IN CAPITAL
|
|
|
DEFICIT
ACCUMULATED DURING THE EXPLORATION STAGE
|
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TOTAL
|
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|
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|
|
|
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|
|
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|
|
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Balance,
June 30, 2015
|
|
|
7,070,000
|
|
|
$
|
70
|
|
|
$
|
106,990
|
|
|
$
|
(582,193
|
)
|
|
$
|
(475,133
|
)
|
|
Net
loss for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(29,683
|
)
|
|
|
(29,683
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June
30, 2016
|
|
|
7,070,000
|
|
|
$
|
70
|
|
|
$
|
106,990
|
|
|
$
|
(611,876
|
)
|
|
$
|
(504,816
|
)
|
|
Net
loss for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(19,302
|
)
|
|
|
(19,302
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June
30, 2017
|
|
|
7,070,000
|
|
|
$
|
70
|
|
|
$
|
106,990
|
|
|
$
|
(631,178
|
)
|
|
$
|
(524,118
|
)
|
|
Net
loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(28,848
|
)
|
|
|
(28,848
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2018
|
|
|
7,070,000
|
|
|
$
|
70
|
|
|
$
|
106,990
|
|
|
$
|
(660,026
|
)
|
|
$
|
(552,966
|
)
|
The
accompanying notes are an integral part of these interim financial statements
GOLDEN
STAR RESOURCE CORP.
NOTES
TO INTERIM FINANCIAL STATEMENTS
MARCH
31, 2018
(Stated
in U.S. Dollars)
|
|
Organization
|
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|
The
Company was incorporated in the State of Nevada, U.S.A. on April 21, 2006.
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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. During the fiscal year 2012, the Company entered into an agreement with Mayan Mineral
Ltd. to acquire a resource property in Nevada (Note 4). Currently, the Company is actively looking for other mineral properties
for its planned business operation.
|
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|
Going
Concern
|
|
|
|
|
|
These
financial statements have been prepared in accordance with generally accepted accounting principles in the United States of
America (“US GAAP”) applicable to a going concern, which contemplates the realization of assets and the satisfaction
of liabilities and commitments in the normal course of business.
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|
|
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|
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 $552,967 (June 30, 2017 - $524,118), has incurred losses of $660,026 since inception, and
further significant losses are expected to be incurred in the exploration and development of its mineral properties. The Company
will require additional funds to meet its obligations and maintain its operations. There can be no guarantee that the Company
will be successful in raising the necessary financing. Management’s plans in this regard are to raise equity financing
as required.
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|
|
|
|
These
conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements
do not include any adjustments that might result from this uncertainty.
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2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
|
|
|
|
|
The
financial statements of the Company have been prepared in accordance with US GAAP. 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.
|
GOLDEN
STAR RESOURCE CORP.
NOTES
TO INTERIM FINANCIAL STATEMENTS
MARCH
31, 2018
(Stated
in U.S. Dollars)
|
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
|
|
a)
|
Cash
|
|
|
|
|
|
|
|
Cash
consist of cash on hand and deposits in banks.
|
|
|
b)
|
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.
|
|
|
|
|
|
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|
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.
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|
|
c)
|
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.
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|
|
d)
|
Asset
Retirement Obligations
|
|
|
|
|
|
|
|
The
Company has adopted ASC 410, “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.
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|
|
|
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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.
|
GOLDEN
STAR RESOURCE CORP.
NOTES
TO INTERIM FINANCIAL STATEMENTS
MARCH
31, 2018
(Stated
in U.S. Dollars)
|
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
|
|
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.
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f)
|
Financial
Instruments
|
|
|
|
|
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|
|
ASC
820, “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the
level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s
categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value
measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
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Level
1 - Quoted prices in active markets for identical assets or liabilities;
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Level
2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
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Level
3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own
assumptions about the assumptions that market participants would use in pricing.
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|
|
|
|
|
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|
The
Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, loan payable
and due to a related party. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs,
which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all
of the other financial instruments approximate their current fair values because of their nature and respective maturity dates
or durations.
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|
|
|
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|
|
The
Company’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates.
The financial risk is the risk to the Company’s operations that arise 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.
|
GOLDEN
STAR RESOURCE CORP.
NOTES
TO INTERIM FINANCIAL STATEMENTS
MARCH
31, 2018
(Stated
in U.S. Dollars)
|
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
|
|
g)
|
Income
Taxes
|
|
|
|
|
|
|
|
The
Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes” and ASC 740 —Accounting
for Uncertainty in Income Taxes, which require the liability method of accounting for income taxes. The liability method requires
the recognition of deferred tax assets and liabilities for future tax consequences of temporary differences between the financial
statement basis and the tax basis of assets and liabilities.
|
|
|
h)
|
Basic
and Diluted Net Loss per Share
|
|
|
|
|
|
|
|
The
Company reports basic loss per share in accordance with ASC 260 – “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. Diluted loss
per share is equal to basic loss per share because there are no potential dilutive securities.
|
|
|
i)
|
Foreign
Currency Translation
|
|
|
|
|
|
|
|
The
Company’s functional currency is the U.S. dollar. Transactions in foreign currencies are translated into U.S. dollars
at the rate of exchange prevailing at the date of the transaction. Monetary assets and liabilities in foreign currencies are
translated into U.S. dollars at the rate prevailing at the balance sheet date. Non-monetary items are translated at the historical
rate unless such items are carried at market value, in which case they are translated using exchange rates that existed when
the value were determined. Any resulting exchange rate differences are recorded in the statement of operations.
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|
|
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3.
|
RECENT
ACCOUNTING PRONOUNCEMENTS
|
|
|
|
|
|
|
In
August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and
Cash Payments. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in
the statement of cash flows. ASU 2016-15 is effective for public business entities for fiscal years beginning after 15 December
2017, and interim periods within those years. For all other entities, it is effective for fiscal years beginning after 15
December 2018, and interim periods within fiscal years beginning after 15 December 2019. Early adoption is permitted. Entities
will have to apply the guidance retrospectively, but if it is impracticable to do so for an issue, the amendments related
to that issue would be applied prospectively. The Company is currently evaluating the impact of the adoption of this guidance
on its financial statements, if any.
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|
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|
|
|
On
November 17, 2016, the FASB issued ASU 2016-18, Restricted Cash. Entities will be required to show the changes in the total
of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities
will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in
the statement of cash flows. The Company is currently evaluating the impact of the adoption of this guidance on its financial
statements, if any.
|
GOLDEN
STAR RESOURCE CORP.
NOTES
TO INTERIM FINANCIAL STATEMENTS
MARCH
31, 2018
(Stated
in U.S. Dollars)
|
3.
|
RECENT
ACCOUNTING PRONOUNCEMENTS (Continued)
|
|
|
In
March 2016, the FASB issued ASU 2016-02, Leases, which supersedes ASC Topic 840, Leases, and sets forth the principles for
the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees
to classify leases as either finance or operating leases and to record on the balance sheet a right-of-use asset and a lease
liability, equal to the present value of the remaining lease payments, for all leases with a term greater than 12 months regardless
of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective
interest rate method or a straight-line basis over the term of the lease. ASU 2016-02 will be effective beginning January
1, 2019, with early adoption permitted. Entities are required to use a modified retrospective transition method for existing
leases. The Company currently evaluating the potential impact this guidance will have on its financial statements, if any.
|
|
|
|
|
|
In
January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement
of Financial Assets and Financial Liabilities. The amendments to the guidance enhance the reporting model for financial instruments,
which includes amendments to address aspects of recognition, measurement, presentation, and disclosure. The updated guidance
is effective beginning January 1, 2018. The Company does not expect this guidance to have a material impact on its financial
statements.
|
|
|
|
|
|
In
May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as a new Topic, ASC 606. The new revenue recognition
standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle
is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount
that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Companies
may apply the new guidance using either the full retrospective transition method, which requires restating each prior period
presented, or the modified retrospective transition method, under which the new guidance is applied to the current period
presented in the financial statements and a cumulative-effect adjustment is recorded as of the date of adoption. The Company
is currently evaluating the potential impact this guidance will have on its financial statements.
|
|
|
|
|
4.
|
MINERAL
CLAIM INTEREST
|
|
|
|
|
|
On
August 15, 2013, the Company entered into a Quitclaim Deed (the “Deed”) with Kee Nez Resources, LLC (“Grantor”),
a Utah limited liability company. Pursuant to the Deed, the Grantor, in consideration of $10 and other valuable consideration,
remise, release, and forever quitclaim unto the Company all of Grantor’s right, title, and interest in and to the GSR
group of unpatented lode mining claims situated in Churchill Country, Nevada. As a result, the Company has obtained title
to the GSR claims in August 2013.
|
|
|
|
|
|
The
Company did not incur further expenditures on the property during the period ending March 31, 2018 (June 30, 2017: $nil) due
to lack of cash.
|
GOLDEN
STAR RESOURCE CORP.
NOTES
TO INTERIM FINANCIAL STATEMENTS
MARCH
31, 2018
(Stated
in U.S. Dollars)
|
|
a)
|
On
April 24, 2006, the Company issued 6,000,000 common shares at $0.00001 per share to two founding shareholders.
|
|
|
|
|
|
|
b)
|
On
March 28, 2007, the Company closed its public offering and issued additional 1,070,000 common shares at $0.10.
|
|
|
|
|
|
|
c)
|
The
Company has not issued any shares during the period ended March 31, 2018 and it has no stock option plan, warrants or other
dilutive securities.
|
|
6.
|
DUE
TO RELATED PARTIES
|
|
|
As
of March 31, 2018 due to related parties balance of $172,576 (June 30, 2017: $152,626) represents the combination of the following:
|
|
|
a)
|
$54,959
(June 30, 2017: $54,959) owed to a company controlled by a former director and principal shareholder of the Company, for the
amount of office, transfer agent and travel expenses paid by the related party on behalf of the Company. The amount is unsecured,
non-interest bearing and due on demand;
|
|
|
|
|
|
|
b)
|
$28,000
(June 30, 2017: $28,000) owed to a director of the Company, for the amount of office, travel and telephone expenses paid by
the related party on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand.
|
|
|
|
|
|
|
c)
|
$98,140
(June 30, 2017: $69,667) 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.
|
|
7.
|
LOAN
PAYABLE
|
|
|
|
|
|
Loan
payable consists of the following:
|
|
|
|
|
|
$201,558
(June 30, 2017: $201,558) was payable to non-related parties. The loan amount is unsecured, non-interest bearing and due on
demand.
|
GOLDEN
STAR RESOURCE CORPORATION
MANAGEMENT
DISCUSSION & ANALYSIS
For
the Period Ended
MARCH
31, 2018
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.
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.
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.
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 March 31, 2018, due to related parties balance of $181,099 (June 30, 2017: $152,626) represents the combination of the following:
$54,959
(June 30, 2017: $54,959) owed to a company controlled by a former director and principal shareholder of the Company, for the amount
of office, transfer agent and travel expenses paid by the related party on behalf of the Company. The amount is unsecured, non-interest
bearing and due on demand;
$28,000
(June 30, 2017: $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. Also see Note 6.
$98,140
(June 30, 2017: $69,667) 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.
Loan
payable consists of the following:
$201,558
(June 30, 2017: $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
.
