UNITED
STATES 
SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K

Amended



|[X] | ANNUAL
    REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | -------------------------------------------------------------------------------------



FOR
THE YEAR ENDED JUNE 30, 2015



OR



|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------



Commission
file number 000-52837



GOLDEN
STAR RESOURCE CORP.

(Exact
name of registrant as specified in its charter)



NEVADA

(State
or other jurisdiction of incorporation or organization)



#300
– 500 North Rainbow Blvd

Las
Vegas, Nevada

89107

(Address
of principal executive offices, including zip code.)



760-464-9869

(telephone
number, including area code)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes
[  ] No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:

Yes
[  ] No [X]



Indicate
by check mark whether the registrant(1) has filed all reports required 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 day.

Yes
[X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]



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 if the Exchange Act.



|Large
    Accelerated Filer                   | [  ] | Accelerated
    Filer         | [  ]
|--------------------------------------------- | ---- | ----------------------------- | ----
|Non-accelerated
    Filer                     | [  ] | Smaller
    Reporting Company | [X] 
|(Do not check if a smaller reporting company) |      |                              



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ] No [X]



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2015: $0.25.




















TABLE
OF CONTENTS



|             |                                                                                                                          |    | Page
|------------ | ------------------------------------------------------------------------------------------------------------------------ | -- | ----
|             |                                                                                                                          |    |     
|             | PART I                                                                                                                   |    |     
|Item
    1.  | Business.                                                                                                                |    | 3   
|Item
    1A. | Risk Factors.                                                                                                            |    | 3   
|Item
    1B. | Unresolved Staff Comments.                                                                                               |    | 4   
|Item
    2.  | Properties.                                                                                                              |    | 4   
|Item
    3.  | Legal Proceedings.                                                                                                       |    | 7   
|Item
    4.  | Submission of Matters to a Vote of Security Holders.                                                                     |    | 7   
|             |                                                                                                                          |    |     
|             | PART II                                                                                                                  |    |     
|Item
    5.  | Market Price for the Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities. |    | 7   
|Item
    6.  | Selected Financial Data.                                                                                                 |    | 8   
|Item
    7.  | Management’s Discussion and Analysis of Financial Condition and Results of Operation.                                    |    | 8   
|Item
    7A. | Quantitative and Qualitative Disclosures About Market Risk.                                                              |    | 9   
|Item
    8.  | Financial Statements and Supplementary Data.                                                                             |    | 10  
|             |                                                                                                                          |    |     
|             | PART III                                                                                                                 |    |     
|Item
    9.  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.                                    |    | 11  
|Item
    9A. | Controls and Procedures.                                                                                                 |    | 11  
|Item
    9B. | Other Information.                                                                                                       |    | 12  
|Item
    10. | Directors and Executive Officers, Promoters and Control Persons.                                                         |    | 15  
|Item
    11. | Executive Compensation.                                                                                                  |    | 15  
|Item
    12. | Security Ownership of Certain Beneficial Owners and Management.                                                          |    | 16  
|Item
    13. | Certain Relationships and Related Transactions, and Director Independence.                                               |    | 17  
|Item
    14. | Principal Accounting Fees and Services.                                                                                  |    | 17  
|             |                                                                                                                          |    |     
|             | PART IV                                                                                                                  |    |     
|Item
    15. | Exhibits and Financial Statement Schedules.                                                                              |    | 19  
|Signatures   |                                                                                                                          | 20





2







PART
I



ITEM
1. BUSINESS



General



We
were incorporated in the State of Nevada on April 21, 2006. We are an exploration stage corporation. An exploration stage corporation
is one engaged in the search for mineral deposits or reserves which are not in either development or production stages. We maintain
our statutory registered agent’s office at The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada
89511. Our business office is located at #300 – 500 North Rainbow Blvd, Las Vegas, Nevada 89107. This is our mailing address
as well. Our telephone number is 760-464-9869.



We
have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinion and rely
upon the sale of our securities and loans from our officers and directors to fund operations.



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



Background



We
are an exploration stage mining company, incorporated in Nevada.



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.



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 properties during the year ended June 30, 2015 (2014: $nil) due to a lack of
cash.



Employees



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



Employees
and Employment Agreements



At
present, we have no full-time employees. Our two officers and directors are part-time employees and each will devote about 10%
of their time or four hours per week to our operation. Our officers and directors do not have employment agreements with us. We
presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans. However, we
may adopt plans in the future. There are presently no personal benefits available to our officers and directors. Marilyn Miller,
one of our officers and directors, will handle our administrative duties. Because our officers and directors are inexperienced
with exploration, they will hire qualified persons to perform the surveying, exploration, and excavating of the property. As of
today, we have engaged private companies to review and evaluate properties mineral claims located in USA and (Mexico).



Our
Office



Our
business office is located at #300 – 500 North Rainbow Blvd, Las Vegas, Nevada 89107. This is our mailing address as well.
Our telephone number is (760) 464 9869. We use this space on a rent free basis.



ITEM
1A. RISK FACTORS.



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.





3







ITEM
1B. UNRESOLVED STAFF COMMENTS.



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
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, 2016.



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).





4







Location
Map:









5







Claim
Map:









6







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
3. LEGAL PROCEEDINGS



We
are not presently a party to any litigation.



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



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



PART
II



ITEM
5. MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS



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



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



|Fiscal Year 2015                    |  | High Bid |      |  | Low Bid |  
|----------------------------------- |  | -------- | ---- |  | ------- | -
|Fourth Quarter 4-01-15 to 6-30-15   |  | $        | 0.25 |  |         | $
|Third Quarter 1-01-15 to 3-31-15    |  | $        | 0.25 |  |         | $
|Second Quarter 10-01-14 to 12-31-14 |  | $        | 0.25 |  |         | $
|First Quarter 7-01-14 to 9-30-14    |  | $        | 0.25 |  |         | $



|Fiscal Year 2014                    |  | High Bid |      |  | Low Bid |  
|----------------------------------- |  | -------- | ---- |  | ------- | -
|Fourth Quarter 4-01-14 to 6-30-14   |  | $        | 0.25 |  |         | $
|Third Quarter 1-01-14 to 3-31-14    |  | $        | 0.25 |  |         | $
|Second Quarter 10-01-13 to 12-31-13 |  | $        | 0.25 |  |         | $
|First Quarter 7-01-13 to 9-30-13    |  | $        | 0.25 |  |         | $



Dividend
Policy



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



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



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





7







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



Securities
authorized for issuance under equity compensation plans



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



Status
of our public offering



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



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



Use
of Proceeds



Since
the time of raising money by offering shares of our stock, we have net proceeds of $107,060. We have used proceeds (net of $176,153
accounts payable and accrued liabilities, $216,038 loan payable and $82,959 due to related parties) for the following: $193,998
for professional fees, $49,500 for administration, $98,359 for consulting fees, $13,177 for mineral claim payment, $53,465 for
transfer and filing fees, $49,342 for office and sundry, $54,196 for interest expenses, $18,500 for rent, and $54,381 for travel.
Our total cash outlays have been offset by a $2,723 foreign exchange gain.



ITEM
6. SELECTED FINANCIAL DATA.



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
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



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



Plan
of Operation



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



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.





8







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.



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. Ms. Miller, 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 Ms. Miller has agreed to advance the funds, the agreement is unenforceable as a matter of law because no consideration was
given. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can’t
raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely.



Other
than as described in this paragraph, we have no other financing plans.



Since
inception, we have issued 7,070,000 shares of our common stock and received $107,060. In March 2006, we issued 3,000,000 shares
of common stock to Kathrine MacDonald, our former secretary/treasurer, in consideration of $30 and we issued 3,000,000 shares
of common stock to Marilyn Miller, 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.



$143,700
(2014: $137,595) was payable to 0787129 B.C. Ltd. (a non-related party) of which $51,272 and $34,827 were the result of the assignment
and transfer from loan payable to ATP Corporate Services Corp. (a non-related party) and Bobcat Development (a non-related party),
respectively. The loan amount is unsecured, interest-bearing at 12% per annual and due on demand. The Company incurred and accrued
interest expense of $6,105 (2014: $12,109) for July 1 to December 31, 2014 and the interest for the period from January 1 to June
30, 2015 has been waived.



$57,859
(2013: $30,264) was payable to Bobcat Development. The loan amount is unsecured, interest-bears at 12% per annual and due on demand.
During the year, the Company incurred and accrued interest expenses of $2,277 (2014: $2,627).



$14,479
(2014: $2,899) was payable to Dimac Capital (a related party). The loan amount is unsecured, interest-bears at 12% per annual
and due on demand. During the year, the Company incurred and accrued interest expenses of $151 (2014: $300).



The
loan amounts are unsecured, interest-bearing at 12% per annual and due on demand. During the year ended June 30, 2015, the Company
incurred and accrued interest expense of $8,581 (2014: $15,127) on the above loans.



As
of June 30, 2015, our total assets were $16 (2014: $3) and our total liabilities were $475,150 (2014: $418,001).



ITEM
7A. 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.





9







ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



GOLDEN
STAR RESOURCE CORP.



FINANCIAL
STATEMENTS



JUNE
30, 2015 AND 2014



(Stated
in U.S. Dollars)



INDEX
TO FINANCIAL STATEMENTS



|Report of Independent Registered Public Accounting Firm                                                                                        |  | F-1           
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|                                                                                                                                               |  |               
|Balance Sheets as of June 30, 2015 and 2014                                                                                                    |  | F-2           
|                                                                                                                                               |  |               
|Statements of Operations and Comprehensive Loss for the years ended June 30, 2015 and 2014 and From Inception, April 21, 2006 to June 30, 2015 |  | F-3           
|                                                                                                                                               |  |               
|Statements of Cash Flows for the years ended June 30, 2015 and 2014                                                                            |  | F-4           
|                                                                                                                                               |  |               
|Statements of Stockholders’ (Deficiency) Equity for the years ended June 30, 2015 and 2014                                                     |  | F-5           
|                                                                                                                                               |  |               
|Notes to Financial Statements                                                                                                                  |  | F-6
    - F-12





10











REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors and Stockholders of



GOLDEN
STAR RESOURCE CORP.



We
have audited the balance sheets ofGolden Star Resource Corp. (“the
Company”) as at June 30, 2015 and 2014 and the related statements of stockholders’ (deficiency) equity, operations
and comprehensive loss and cash flows for the years then ended. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audits.



We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of
material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstance, but not for the purpose of expressing an opinion on the effectiveness of
the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.



In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the
Company as at June 30, 2015 and 2014 and the result of their operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles in the United States of America.



The
accompanying financial statements refer to above have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 1 to the financial statements, the Company has incurred losses from inception and has not generated revenue
to date. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard
to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.



|Vancouver,
    Canada  |                          
|---------------------- | -------------------------
|September
    28, 2015 | Chartered
    Accountants













F-1







GOLDEN
STAR RESOURCE CORP.



BALANCE
SHEETS

(Stated
in U.S. Dollars)



|As at                                                                            |  | June 30, 2015 |          |   | June 30, 2014 |  
|-------------------------------------------------------------------------------- |  | ------------- | -------- | - | ------------- | -
|ASSETS                                                                           |  |               |          |   |               |  
|                                                                                 |  |               |          |   |               |  
|Current                                                                          |  |               |          |   |               |  
|Cash                                                                             |  | $             | 16       |   |               | $
|                                                                                 |  |               |          |   |               |  
|TOTAL ASSETS                                                                     |  | $             | 16       |   |               | $
|                                                                                 |  |               |          |   |               |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)                                |  |               |          |   |               |  
|                                                                                 |  |               |          |   |               |  
|Current                                                                          |  |               |          |   |               |  
|Accounts payables and accrued liabilities                                        |  | $             | 176,153  |   |               | $
|Loan payable (Note 7)                                                            |  |               | 216,038  |   |               |  
|Due to related parties (Note 6)                                                  |  |               | 82,959   |   |               |  
|TOTAL LIABILITIES                                                                |  |               | 475,150  |   |               |  
|                                                                                 |  |               |          |   |               |  
|STOCKHOLDERS’ (DEFICIENCY) EQUITY                                                |  |               |          |   |               |  
|                                                                                 |  |               |          |   |               |  
|Capital stock (Note 5)                                                           |  |               |          |   |               |  
|Authorized:                                                                      |  |               |          |   |               |  
|100,000,000 voting common shares with a par value of $0.00001 per share          |  |               |          |   |               |  
|100,000,000 preferred shares with a par value of $0.00001 per share; none issued |  |               |          |   |               |  
|Issued:                                                                          |  |               |          |   |               |  
|7,070,000 common shares at June 30, 2015 & 2014                                  |  |               | 70       |   |               |  
|Additional paid in capital                                                       |  |               | 106,990  |   |               |  
|Deficit Accumulated During the Exploration Stage                                 |  |               | (582,194 | ) |               |  
|                                                                                 |  |               | (475,134 | ) |               |  
|                                                                                 |  |               |          |   |               |  
|TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)                          |  | $             | 16       |   |               | $



Nature
of operations and going concern (note 1)



The
accompanying notes are an integral part of these financial statements





F-2







GOLDEN
STAR RESOURCE CORP.



STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS

(Stated
in U.S. Dollars)



|                                                                         |  | YEARS ENDED JUNE 30, |           |   | CUMULATIVE PERIOD FROM INCEPTION APRIL 21, 2006 TO |  
|------------------------------------------------------------------------ |  | -------------------- | --------- | - | -------------------------------------------------- | -
|                                                                         |  | 2015                 |           |   | 2014                                               |  
|                                                                         |  |                      |           |   |                                                    |  
|Expenses                                                                 |  |                      |           |   |                                                    |  
|                                                                         |  |                      |           |   |                                                    |  
|Professional fees                                                        |  | $                    | 15,153    |   |                                                    | $
|Transfer and filing fees                                                 |  |                      | 19,920    |   |                                                    |  
|Office and sundry                                                        |  |                      | -         |   |                                                    |  
|Interest expenses                                                        |  |                      | 8,580     |   |                                                    |  
|Travel                                                                   |  |                      | 10,000    |   |                                                    |  
|Foreign exchange (gain) loss                                             |  |                      | 3,483     |   |                                                    |  
|                                                                         |  |                      | 57,136    |   |                                                    |  
|                                                                         |  |                      |           |   |                                                    |  
|Net Loss and Comprehensive Loss                                          |  | $                    | (57,136   | ) |                                                    | $
|                                                                         |  |                      |           |   |                                                    |  
|Basic and fully diluted loss per share                                   |  | $                    | (0.01     | ) |                                                    | $
|                                                                         |  |                      |           |   |                                                    |  
|Weighted average number of common shares outstanding - basic and diluted |  |                      | 7,070,000 |   |                                                    |  



The
accompanying notes are an integral part of these financial statements





F-3







GOLDEN
STAR RESOURCE CORP.



STATEMENTS
OF CASH FLOWS

(Stated
in U.S. Dollars)



|                                          |  | YEAR ENDED JUNE 30, |        
|----------------------------------------- |  | ------------------- | -------
|                                          |  | 2015                |        
|                                          |  |                     |        
|Cash flow from operating activities:      |  |                     |        
|                                          |  |                     |        
|Net loss for the year                     |  | $                   | (57,136
|                                          |  |                     |        
|Items not affecting cash:                 |  |                     |        
|Accrued interest expense                  |  |                     | 8,383  
|                                          |  |                     |        
|Changes in non-cash working capital:      |  |                     |        
|Accounts payables and accrued liabilities |  |                     | 288    
|                                          |  |                     |        
|Net Cash Used in Operating Activities     |  |                     | (48,465
|                                          |  |                     |        
|Cash flow from financing activities       |  |                     |        
|Loan payable                              |  |                     | 36,897 
|Due to related parties                    |  |                     | 11,580 
|                                          |  |                     |        
|Net Cash Provided by Financing Activities |  |                     | 48,477 
|                                          |  |                     |        
|Cash increase (decrease) in the year      |  |                     | 13     
|                                          |  |                     |        
|Cash, beginning of year                   |  |                     | 3      
|                                          |  |                     |        
|Cash, end of year                         |  | $                   | 16     



The
accompanying notes are an integral part of these financial statements





F-4







GOLDEN
STAR RESOURCE CORP.



STATEMENTS
OF STOCKHOLDERS’ (DEFICIENCY) EQUITY

(Stated
in U.S. Dollars)

FOR
THE YEARS ENDED JUNE 30, 2015 AND 2014



|                       |  |        |           |  |               |   |    |            |  |   | DEFICIT        |  |  |       |         
|---------------------- |  | ------ | --------- |  | ------------- | - | -- | ---------- |  | - | -------------- |  |  | ----- | --------
|                       |  | NUMBER |           |  |               |   |    |            |  |   | ACCUMULATED    |  |  |       |         
|                       |  | OF     |           |  |               |   |    | ADDITIONAL |  |   | DURING
    THE |  |  |       |         
|                       |  | COMMON |           |  |               |   |    | PAID-IN    |  |   | EXPLORATION    |  |  |       |         
|                       |  | SHARES |           |  | PAR
    VALUE |   |    | CAPITAL    |  |   | STAGE          |  |  | TOTAL |         
|                       |  |        |           |  |               |   |    |            |  |   |                |  |  |       |         
|Balance, June 30, 2013 |  |        | 7,070,000 |  |               | $ | 70 |            |  | $ | 106,990        |  |  | $     | (471,448
|Net loss for the year  |  |        | -         |  |               |   | -  |            |  |   | -              |  |  |       | (53,610 
|                       |  |        |           |  |               |   |    |            |  |   |                |  |  |       |         
|Balance, June 30, 2014 |  |        | 7,070,000 |  |               |   | 70 |            |  |   | 106,990        |  |  |       | (525,058
|Net loss for the year  |  |        | -         |  |               |   | -  |            |  |   | -              |  |  |       | (57,136 
|                       |  |        |           |  |               |   |    |            |  |   |                |  |  |       |         
|Balance, June 30, 2015 |  |        | 7,070,000 |  |               | $ | 70 |            |  | $ | 106,990        |  |  | $     | (582,194



The
accompanying notes are an integral part of these financial statements





F-5







GOLDEN
STAR RESOURCE CORP.

NOTES
TO FINANCIAL STATEMENTS



JUNE
30, 2015

(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 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.



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.



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 $475,134 (2014 - $417,998), has incurred losses of $582,194 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.



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.



|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.





F-6







GOLDEN
STAR RESOURCE CORP.

NOTES
TO FINANCIAL STATEMENTS



JUNE
30, 2015

(Stated
in U.S. Dollars)



|2. | SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
|-- | ----------------------------------------------------------



| | a) | Cash
| | -- | ----



The
Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
There is no cash equivalents as at June 30, 2015 (2014: $Nil).



| | 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.



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.



| | 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.



| | 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.



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.





F-7







GOLDEN
STAR RESOURCE CORP.

NOTES
TO FINANCIAL STATEMENTS



JUNE
30, 2015

(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.



| | f) | Financial
    Instruments
| | -- | -------------------------



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:



Level
1 - Quoted prices in active markets for identical assets or liabilities;



Level
2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and



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.



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.



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.





F-8







GOLDEN
STAR RESOURCE CORP.

NOTES
TO FINANCIAL STATEMENTS



JUNE
30, 2015

(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.



|3. | RECENT
    ACCOUNTING PRONOUNCEMENTS
|-- | ------------------------------------



In
June 2014, FASB issued ASU 2014-10, “Development Stage Entities (Top 915)” : Elimination of Certain Financial Reporting
Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The amendments
in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting standards Codification,
thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S
GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information
in the statement of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage
entity, (3) disclose a description of the development stage activities in which the entity if engaged, and (4) disclose in the
first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.
The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of
Topic 915 should be applied retrospectively. For public business entities, those amendments are effective for annual reporting
periods beginning after December 15, 2014, and interim periods therein. The Company adopted the amendment for the fiscal year
ended June 30, 2015.





F-9







GOLDEN
STAR RESOURCE CORP.

NOTES
TO FINANCIAL STATEMENTS



JUNE
30, 2015

(Stated
in U.S. Dollars)



|3. | RECENT
    ACCOUNTING PRONOUNCEMENTS (Continued)
|-- | ------------------------------------------------



In
August 2014, FASB issued ASU 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure
of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The FASB’s objective in issuing
this ASU is to reduce diversity in the timing and content of footnote disclosures. The amendment is effective for the annual period
ending after December 15, 2015 and for annual periods and interim periods thereafter. Early adoption is permitted. We are currently
assessing the impact of the adoption of this update on our financial position or results of operations.



The
Company does not expect that the adoption of other recent accounting pronouncements will have a material impact 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 year ended June 30, 2015 (2014: $nil) due to lack of cash.



|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 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 years ended June 30, 2015 and 2014 and it has no stock option plan, warrants
    or other dilutive securities.



|6. | DUE
    TO RELATED PARTIES
|-- | --------------------------



As
of June 30, 2015, due to related parties balance of $82,959 (2014: $71,379) represents the combination of the following:



| | a) | $54,959
    (2014: $55,379) 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; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                      
| | b) | $28,000
    (2014: $16,000) 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 7.                                                     





F-10









GOLDEN
STAR RESOURCE CORP.

NOTES
TO FINANCIAL STATEMENTS



JUNE 30, 2015

(Stated in U.S. Dollars)



|7. | LOAN PAYABLE
|-- | ------------



Loan payable consists of followings:



$143,700 (2014: $137,595) was payable
to 0787129 B.C. Ltd. (a non-related party) of which $51,272 and $34,827 were the result of the assignment and transfer from loan
payable to ATP Corporate Services Corp. (a non-related party) and Bobcat Development, respectively. The loan amount is unsecured,
interest-bearing at 12% per annual and due on demand. During the year, the Company incurred and accrued interest expense of $6,104
(2014: $12,109).



$57,859 (2013: $30,264) was payable
to Bobcat Development. The loan amount is unsecured, interest-bears at 12% per annual and due on demand. During the year, the Company
incurred and accrued interest expenses of $2,277 (2014: $2,627).



$14,479 (2014: $2,899) was payable
to Dimac Capital (a related party). The loan amount is unsecured, interest-bears at 12% per annual and due on demand. During the
year, the Company incurred and accrued interest expenses of $nil (2014: $300).



|8. | INCOME TAXES
|-- | ------------



A reconciliation of income tax expense
to the amount computed at the statutory rate is as follows:



|                                         |  | 2015 |         |   | 2014 |  
|---------------------------------------- |  | ---- | ------- | - | ---- | -
|Net loss for the year                    |  | $    | (57,136 | ) |      | $
|Statutory tax rate                       |  |      | 34      | % |      |  
|Computed expected (benefit) income taxes |  |      | (19,426 | ) |      |  
|Change in enacted tax rate               |  |      | -       |   |      |  
|Income tax benefit not recognized        |  |      | 19,426  |   |      |  
|                                         |  | $    | -       |   |      | $



Significant components of deferred
income tax assets are as follows:



|                                 |  | 2015 |          |   | 2014 |  
|-------------------------------- |  | ---- | -------- | - | ---- | -
|Operating losses carried forward |  | $    | 197,000  |   |      | $
|Valuation allowance              |  |      | (197,000 | ) |      |  
|                                 |  | $    | -        |   |      | $



F-11







GOLDEN
STAR RESOURCE CORP.

NOTES
TO FINANCIAL STATEMENTS



JUNE 30, 2015

(Stated in U.S. Dollars)



|8. | INCOME TAXES (Continued)
|-- | ------------------------



The Company has incurred operating
losses of approximately $582,000 which, if unutilized, will expire through to 2035. Future tax benefits, which may arise as a result
of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance. The following
table lists the fiscal year in which the loss was incurred and the expiration date of the operating loss carry forwards:



|                                              |  | INCOME TAX OPERATING |        
|--------------------------------------------- |  | -------------------- | -------
|                                              |  | LOSS CARRY FORWARDS  |        
|                                              |  | AMOUNT               |        
|                                              |  | $                    | 57,000 
|                                              |  |                      | 54,000 
|                                              |  |                      | 126,000
|                                              |  |                      | 107,000
|                                              |  |                      | 88,000 
|                                              |  |                      | 13,000 
|                                              |  |                      | 22,000 
|                                              |  |                      | 68,000 
|                                              |  |                      | 37,000 
|                                              |  |                      | 10,000 
|Total income tax operating loss carry forward |  | $                    | 582,000



F-12







PART III



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.



|a) | There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. Our financial statements for the period from inception to June 30, 2014, included in this report have been audited by MNP LLP, as set forth in this annual report.                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|b) | On July 7, 2011, Chang Lee LLP (“Chang Lee”) resigned as the Company’s independent registered public accounting firm as Chang Lee was merged with MNP LLP (“MNP”). Most of the professional staff of Chang Lee continued with MNP either as employees or partners of MNP and will continue their practice with MNP. On Date, the Company, through and with the approval of its Board of Director, engaged MNP as its independent registered public accounting firm.                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|c) | Prior to engaging MNP, the Company did not consult with MNP regarding the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by MNP on the Company’s financial statements, and MNP did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue.                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|d) | The reports of Chang Lee regarding the Company’s financial statements for the fiscal years ended June 30, 2010 and 2009 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended June 30, 2010 and 2009, and during the period from June 30, 2010 to July 7, 2011, the date of resignation, there were no disagreements with Chang Lee on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Chang Lee would have caused it to make reference to such disagreement in its reports.



ITEM 9A. CONTROLS AND PROCEDURES.



EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES



As required by Rule 13a-15 under the Securities
Exchange Act of 1934, as of the end of the period covered by this annual report, being June 30, 2014, we have carried out an evaluation
of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was
carried out under the supervision and with the participation of our management, including our Chief Executive Officer. Based upon
that evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures are effective as at the end
of the period covered by this report. There have been no significant changes in our internal controls over financial reporting
that occurred during our most recent fiscal year ended June 30, 2015 that have materially affected, or are reasonably likely to
materially affect our internal controls over financial reporting.



Disclosure controls and procedures and other
procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated
and communicated to management, including our Chief Executive Officer to allow timely decisions regarding required disclosure.



Our management, including our Chief Executive
Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will
prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues
and instances of fraud, if any, within our company have been detected.



11







ITEM 9A. CONTROLS AND PROCEDURES - continued



Management’s Report on Internal Controls over Financial
Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under
the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide reasonable
assurance with respect to the reliability of financial reporting and the preparation and fair presentation of financial statements
for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures which
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions
of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance
with authorizations of our management and directors; and provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.



Under the supervision and with the participation
of our management, including our chief executive officer, we conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the criteria established in Internal Control – Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation under the criteria established
in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was
effective as of June 30, 2015.



This Annual Report does not include an attestation
report of our registered public accounting firm with respect to internal control over financial reporting. Management’s report
was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange
Commission which permit us to provide only our management’s report in this Annual Report.



Changes in Internal Control over Financial
Reporting



There have been no changes in our internal
control over financial reporting identified during the year ended June 30, 2015 which have materially affected, or were reasonably
likely to materially affect, our internal control over financial reporting.



ITEM 9B. OTHER INFORMATION



None.



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS.



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



The names, addresses, ages and positions of
our present officers and directors are set forth below:



|Name and Address                                             |  | Age |  | Position(s)                                                                                                           
|------------------------------------------------------------ |  | --- |  | ----------------------------------------------------------------------------------------------------------------------
|Steven Bergstrom3390 Toopal DriveOceanside, California 92058 |  | 65  |  | President, Principal Executive Officer and a member of the Board of Directors                                         
|                                                             |  |     |  |                                                                                                                       
|Marilyn Miller3390 Toopal DriveOceanside, California 92058   |  | 48  |  | Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and a member of our board of directors



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



12







ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS - continued



Background of Officers and Directors



On October 17, 2007, Steven Bergstrom was appointed
President, Principal Executive Officer and member of the Board of Directors. Since April 1985, Mr. Bergstrom has been serving as
President for Triad Exploration Inc. a private Washington based, exploration company. He founded Triad Exploration to exploit opportunities
in the base and precious metal mining industry. Triad Exploration specializes in the acquisition of base and precious metal mining
properties and also provides consulting services to other mineral exploration companies. From December 1986 until February 2001,
Mr. Bergstrom was Vice President of Mining Operations for Triumph Corporation, a private Colorado exploration company headquartered
in Spokane Valley, Washington. Triumph Corporation is a precious metals exploration company. Mr. Bergstrom currently sits on the
Board of Directors of Triumph Corporation. From September 1999 to March 2003, Mr. Bergstrom was a Director for Nevak Mining Ltd.,
a private Nevada based, gold producing company no longer in operation. The Mud Creek Mine on the Seward Peninsula in Alaska was
the once operational mine of Nevak Mining. From October 1979 to November 1984, Mr. Bergstrom founded and served as President for
International Bullion Inc., a private Nevada based, exploration company no longer in operation. International Bullion was a mining
company that built, operated, and sold a heap leach gold project in Nevada. The company expanded it operations to include the direct
importation of precious metal concentrates and precipitates that were subsequently processed and sold to refineries. Steve Bergstrom
also serves as President for Silver Hill Mines Inc, a Nevada exploration company headquartered in Greenacres, Washington. He is
President of Alliance Aviation LLC, a Nevada aviation services company headquartered in Laguna Niguel, California; Alliance Aviation’s
primary aviation service will be charter operations for corporate clients. Other aviation services provided will be aircraft leasing,
maintenance, and finance. He is President of Western Locators LLC, a Harrison, Idaho based exploration services and land services
company; Western Locators provides exploration services such as claim staking, filing services, property acquisition consulting,
land status reports, and other services necessary for the evaluation and acquisition of potential mineral properties. He is a Managing
Member of AuTech LLC, a Nevada based gold extraction technology company with headquarters in Verndale, Washington. AuTech is involved
in acquiring and developing a proprietary process related to the extraction of gold from ores. All of these companies are private
companies. He holds a bachelors degree in Economics from North Dakota State University(1970), has served as an E-4 in the US Army
at West Point and he is a Vietnam Veteran.



On September 5, 2008, Marilyn Miller was appointed
principal accounting officer, principal financial officer, secretary/treasurer and a member of the board of directors. Since May
26, 2005, Marilyn Miller has been the Vice President of Marathon Gold Corp. and a member of the board of directors. Marathon Gold
is in the business of gold mining and exploration. Since January 2007, Ms. Miller has been a director of Cierra Pacific Ventures.
Cierra Pacific is in the business of mining exploration. Cierra Pacific does not file reports with the United States Securities
and Exchange Commission, but is listed for trading on the TSX Venture Exchange under the symbol CIZ.H. Since April 2007, Ms. Miller
has been President, Secretary Treasurer and a director of Royal Mining Corp., a private company. Since June 2007, Ms. Miller has
been the President, Secretary, Treasurer and a director of Goldstream Mining Corp., a private company. Since July 2007, Ms. Miller
has been a director of Tapestry Resource Corp. Tapestry Ventures is engaged in the business of mining exploration. Tapestry Ventures
does not file reports with the United States Securities and Exchange Commission, but is listed for trading on the TSX Venture Exchange
under the symbol TPV.H. From December 2000 to 2001, Ms. Miller was earning her degree at the Gemological Institute of America (GIA)
in San Diego. Ms. Miller is self-employed as a GIA Graduate Gemologist Consultant since October, 2001. The Gemological Institute
of America (GIA) is the world’s foremost respected authority in gemology. Marilyn Miller graduated as a Graduate Gemologist
from GIA in May, 2001. Since December 2001, Ms. Miller has been President of Obelisk International Corporation. Obelisk International
Corporation is located in Vancouver, British Columbia and is involved in the capital raising and development of diamond exploration
and other resource projects. Marilyn Miller previously worked as an Investment Associate with REFCO Canada Corporation in Toronto,
Ontario from February 1995 to June 2000. Marilyn Miller was an Investment Associate for RBC Dominion Securities, in Toronto, Ontario
from September 1992 to January 1995. Marilyn Miller attended the University of Toronto, September 1988 to May 1992.



Conflicts of Interest



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



13







ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS - continued



Involvement in Certain Legal Proceedings



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



Audit Committee and Charter



We have a separately-designated audit committee
of the board. Audit committee functions are performed by our board of directors. None of our directors are deemed independent.
All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent
accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls
and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding
accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors
engagement by the audit committee. A copy of our audit committee charter was filed as Exhibit 99.2 to our Form 10-KSB, on September
28, 2007. The audit committee met four (4) times during the year.



Code of Ethics



We have adopted a corporate code of ethics.
We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full,
fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting
of code violations; and provide accountability for adherence to the code. A copy of the code of ethics has been filed as Exhibit
14.1 to our Form 10-KSB, on September 28, 2007.



Disclosure Committee and Charter



We have a disclosure committee and disclosure
committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is
to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding
the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial
reports. A copy of the disclosure committee charter is filed as Exhibit 99.3 to our Form 10-KSB, on September 28, 2007.



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



As of the date of this report, we are subject to section 16(a) of
the Securities Exchange Act of 1934.



14







ITEM 11. EXECUTIVE COMPENSATION



The following table sets forth the compensation
paid by us to our officers for the last four years. The compensation addresses all compensation awarded to, earned by, or paid
to the named executive officers for the fiscal year ended June 30, 2015. This information includes the dollar value of base salaries,
bonus awards and number of stock options granted, and certain other compensation, if any.



|                    |  |      |      |  |        |  |   |       |  |  |        |  |  |        |   |  | Non-Equity   |  |   | Nonqualified |  |  |              |  |  |       |  
|------------------- |  | ---- | ---- |  | ------ |  | - | ----- |  |  | ------ |  |  | ------ | - |  | ------------ |  | - | ------------ |  |  | ------------ |  |  | ----- | -
|                    |  |      |      |  |        |  |   |       |  |  |        |  |  |        |   |  | Incentive    |  |   | Deferred     |  |  | All          |  |  |       |  
|                    |  |      |      |  |        |  |   |       |  |  | Stock  |  |  | Option |   |  | Plan         |  |   | Compensation |  |  | Other        |  |  |       |  
|Name and            |  |      |      |  | Salary |  |   | Bonus |  |  | Awards |  |  | Awards |   |  | Compensation |  |   | Earnings     |  |  | Compensation |  |  | Total |  
|Principal Position  |  | Year |      |  | (US$)  |  |   | (US$) |  |  | (US$)  |  |  | (US$)  |   |  | (US$)        |  |   | (US$)        |  |  | (US$)        |  |  | (US$) |  
|(a)                 |  | (b)  |      |  | (c)    |  |   | (d)   |  |  | (e)    |  |  | (f)    |   |  | (g)          |  |   | (h)          |  |  | (i)          |  |  | (j)   |  
|Steven Bergstrom    |  |      | 2015 |  |        |  | 0 |       |  |  | 0      |  |  |        | 0 |  |              |  | 0 |              |  |  | 0            |  |  |       | 0
|President & CEO     |  |      | 2014 |  |        |  | 0 |       |  |  | 0      |  |  |        | 0 |  |              |  | 0 |              |  |  | 0            |  |  |       | 0
|                    |  |      | 2013 |  |        |  | 0 |       |  |  | 0      |  |  |        | 0 |  |              |  | 0 |              |  |  | 0            |  |  |       | 0
|                    |  |      | 2012 |  |        |  | 0 |       |  |  | 0      |  |  |        | 0 |  |              |  | 0 |              |  |  | 0            |  |  |       | 0
|                    |  |      |      |  |        |  |   |       |  |  |        |  |  |        |   |  |              |  |   |              |  |  |              |  |  |       |  
|Marilyn Miller      |  |      | 2015 |  |        |  | 0 |       |  |  | 0      |  |  |        | 0 |  |              |  | 0 |              |  |  | 0            |  |  |       | 0
|CAO, CFO &          |  |      | 2014 |  |        |  | 0 |       |  |  | 0      |  |  |        | 0 |  |              |  | 0 |              |  |  | 0            |  |  |       | 0
|Secretary/Treasurer |  |      | 2013 |  |        |  | 0 |       |  |  | 0      |  |  |        | 0 |  |              |  | 0 |              |  |  | 0            |  |  |       | 0
|                    |  |      | 2012 |  |        |  | 0 |       |  |  | 0      |  |  |        | 0 |  |              |  | 0 |              |  |  | 0            |  |  |       | 0
|                    |  |      |      |  |        |  |   |       |  |  |        |  |  |        |   |  |              |  |   |              |  |  |              |  |  |       |  
|Egil Livgard        |  |      | 2015 |  |        |  | 0 |       |  |  | 0      |  |  |        | 0 |  |              |  | 0 |              |  |  | 0            |  |  |       | 0
|(resigned 10/07)    |  |      | 2014 |  |        |  | 0 |       |  |  | 0      |  |  |        | 0 |  |              |  | 0 |              |  |  | 0            |  |  |       | 0
|                    |  |      | 2013 |  |        |  | 0 |       |  |  | 0      |  |  |        | 0 |  |              |  | 0 |              |  |  | 0            |  |  |       | 0
|                    |  |      | 2012 |  |        |  | 0 |       |  |  | 0      |  |  |        | 0 |  |              |  | 0 |              |  |  | 0            |  |  |       | 0
|                    |  |      |      |  |        |  |   |       |  |  |        |  |  |        |   |  |              |  |   |              |  |  |              |  |  |       |  
|Kathrine MacDonald  |  |      | 2015 |  |        |  | 0 |       |  |  | 0      |  |  |        | 0 |  |              |  | 0 |              |  |  | 0            |  |  |       | 0
|(resigned 9/08)     |  |      | 2014 |  |        |  | 0 |       |  |  | 0      |  |  |        | 0 |  |              |  | 0 |              |  |  | 0            |  |  |       | 0
|                    |  |      | 2013 |  |        |  | 0 |       |  |  | 0      |  |  |        | 0 |  |              |  | 0 |              |  |  | 0            |  |  |       | 0
|                    |  |      | 2012 |  |        |  | 0 |       |  |  | 0      |  |  |        | 0 |  |              |  | 0 |              |  |  | 0            |  |  |       | 0



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



|Director Compensation Table
|---------------------------
|(a)                        
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|Name                       
|Steven Bergstrom           
|Marilyn Miller             
|Egil Livgard (resigned)    



We have not paid any salaries in 2015 and we
do not anticipate paying any salaries at any time in 2016. We will not begin paying salaries until we have adequate funds to do
so. Our directors do not receive any compensation for serving as members of the board of directors.



On July 1, 2010, we entered into a consulting
agreement with our director Marilyn Miller for a term of 24 months for a fee of $2,500 per month and was cancelled on the same
date. As at June 30, 2015 no consulting was charges by a related party.



15







ITEM 11. EXECUTIVE COMPENSATION- continued



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



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



Long-Term Incentive Plan Awards



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



Indemnification



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



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



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT



The following table sets forth, as of the date
of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually
and as a group, and the present owners of 5% or more of our total outstanding shares.



The stockholder listed below has direct ownership
of his shares and possesses sole voting and dispositive power with respect to the shares.



|Name and Address Beneficial Ownership [1]         |  | Number of 
Shares |           |  | Percentage of Ownership | 
|------------------------------------------------- |  | ----------------- | --------- |  | ----------------------- | 
|Steven Bergstrom                                  |  |                   | 0         |  |                         | 
|3390 Toopal Drive                                 |  |                   |           |  |                         | 
|Oceanside, California 92058                       |  |                   |           |  |                         | 
|                                                  |  |                   |           |  |                         | 
|Marilyn Miller                                    |  |                   | 3,000,000 |  |                         | 
|3390 Toopal Drive                                 |  |                   |           |  |                         | 
|Oceanside, California 92058                       |  |                   |           |  |                         | 
|                                                  |  |                   |           |  |                         | 
|All Officers and Directors as a Group (2 persons) |  |                   | 3,000,000 |  |                         | 
|                                                  |  |                   |           |  |                         | 
|Kathrine MacDonald [2]                            |  |                   | 3,000,000 |  |                         | 
|850 West Hastings Street, Suite 201               |  |                   |           |  |                         | 
|Vancouver, British Columbia V5C 1E1               |  |                   |           |  |                         | 



|[1] | The persons named above “promoters” as defined in the Securities Exchange Act of 1934. Mr. Bergstrom and Ms. Miller are the only “promoters” of our company.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                             
|[2] | Ms. MacDonald holds title to her common stock in the name of Dimac Capital Corp., a British Columbia corporation which she owns and controls.               



16







Future Sales by Existing Stockholders



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



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



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



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



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE



In April 2006, 3,000,000 shares of common stock
were issued to Dimac Capital Corp., a corporation owned and controlled by Kathrine MacDonald, our former officer and director.
Additionally, 3,000,000 shares of common stock were issued to Marilyn Miller, one of our officers and directors. These transactions
were accounted for as acquisitions of shares of common stock for consideration of $30.



Mr. Bergstrom and Ms. Miller are our only promoters.
They have not received or will they receive anything of value from us, directly or indirectly, in their capacities as promoters.



During the fiscal year 2010, Dimac Capital
Corp. advanced $9,274 to cover our operating expenses. On June 1, 2010, we assigned the total amount of $25,176 owed to Dimac Capital
Corp. to ATP Corporate Services Corp.



During the fiscal year 2010, a company related
to Dimac Capital Corp. advanced $1,431 to cover our operating expenses. On June 1, 2010, we assigned the amount to ATP Corporate
Services Corp.



During the fiscal year 2010, a company controlled
by Marilyn Miller advanced $13,669 to cover our operating expenses. On June 1, 2010, we assigned the amount to ATP Corporate Services
Corp.



During the fiscal year 2011, $9,875 (2010 -
$nil) of office expenses were charged by an officer of the Company for expenses incurred in providing the service to the Company.



During the fiscal year 2014, $54,959 (2014:
$55,379) of office, transfer agent and travel expenses were incurred on behalf of the Company and owed to Dimac Capital Corp.



During the fiscal year 2015, $28,000 (2014:
$16,000) owed to Marilyn Miller for the office, travel and telephone expenses incurred on behalf of the Company.



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES



(1) Audit Fees



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



|2015 |  |  | $ | 10,000 |  |  | MNP LLP
|---- |  |  | - | ------ |  |  | -------
|2014 |  |  | $ | 9,000  |  |  | MNP LLP



(2) Audit-Related Fees



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



17







ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES -continued



|2015 |  |  | $ | 5,100 |  |  | MNP LLP
|---- |  |  | - | ----- |  |  | -------
|2014 |  |  | $ | 5,100 |  |  | MNP LLP



(3) Tax Fees



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



|2015 |  |  | $ | nil |  |  | MNP LLP
|---- |  |  | - | --- |  |  | -------
|2014 |  |  | $ | nil |  |  | MNP LLP



(4) All Other Fees



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



|2015 |  |  | $ | nil |  |  | MNP LLP
|---- |  |  | - | --- |  |  | -------
|2014 |  |  | $ | nil |  |  | MNP LLP



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



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



18







PART IV



ITEM 15. EXHIBITS



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



|        |  |                                                                                                                                                   |  | Incorporated by reference |  | Filed  
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | -------
|Exhibit |  | Document Description                                                                                                                              |  | Form                      |  | Date   
|3.1     |  | Articles of Incorporation.                                                                                                                        |  | SB-2                      |  |        
|        |  |                                                                                                                                                   |  |                           |  |        
|3.2     |  | Bylaws.                                                                                                                                           |  | SB-2                      |  |        
|        |  |                                                                                                                                                   |  |                           |  |        
|4.1     |  | Specimen Stock Certificate.                                                                                                                       |  | SB-2                      |  |        
|        |  |                                                                                                                                                   |  |                           |  |        
|14.1    |  | Code of Ethics.                                                                                                                                   |  | 10-KSB                    |  | 9/28/07
|        |  |                                                                                                                                                   |  |                           |  |        
|31.1    |  | Certification of Principal Executive Officer pursuant to d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.          |  |                           |  |        
|        |  |                                                                                                                                                   |  |                           |  |        
|31.2    |  | Certification of Principal Financial Officer pursuant to 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.        |  |                           |  |        
|        |  |                                                                                                                                                   |  |                           |  |        
|32.1    |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer). |  |                           |  |        
|        |  |                                                                                                                                                   |  |                           |  |        
|32.2    |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). |  |                           |  |        
|        |  |                                                                                                                                                   |  |                           |  |        
|99.2    |  | Audit Committee Charter.                                                                                                                          |  | 10-KSB                    |  | 9/28/07
|        |  |                                                                                                                                                   |  |                           |  |        
|99.3    |  | Disclosure Committee Charter.                                                                                                                     |  | 10-KSB                    |  | 9/28/07



19







SIGNATURES



In accordance with Section 13 or 15(d) of the
Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized on this
15th day of April 2016.



| | GOLDEN STAR RESOURCES CORPORATION
| | ---------------------------------
| | (Registrant)                     
| |                                  
| | BY:                              
| |                                  
| |                                  
| |                                  
| | BY:                              
| |                                  
| |                                  
| |                                  



20







EXHIBIT INDEX



|        |  |                                                                                                                                                   |  | Incorporated by reference |  | Filed  
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | -------
|Exhibit |  | Document Description                                                                                                                              |  | Form                      |  | Date   
|3.1     |  | Articles of Incorporation.                                                                                                                        |  | SB-2                      |  |        
|        |  |                                                                                                                                                   |  |                           |  |        
|3.2     |  | Bylaws.                                                                                                                                           |  | SB-2                      |  |        
|        |  |                                                                                                                                                   |  |                           |  |        
|4.1     |  | Specimen Stock Certificate.                                                                                                                       |  | SB-2                      |  |        
|        |  |                                                                                                                                                   |  |                           |  |        
|14.1    |  | Code of Ethics.                                                                                                                                   |  | 10-KSB                    |  | 9/28/07
|        |  |                                                                                                                                                   |  |                           |  |        
|31.1    |  | Certification of Principal Executive Officer pursuant to d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.          |  |                           |  |        
|        |  |                                                                                                                                                   |  |                           |  |        
|31.2    |  | Certification of Principal Financial Officer pursuant to 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.        |  |                           |  |        
|        |  |                                                                                                                                                   |  |                           |  |        
|32.1    |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer). |  |                           |  |        
|        |  |                                                                                                                                                   |  |                           |  |        
|32.2    |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). |  |                           |  |        
|        |  |                                                                                                                                                   |  |                           |  |        
|99.2    |  | Audit Committee Charter.                                                                                                                          |  | 10-KSB                    |  | 9/28/07
|        |  |                                                                                                                                                   |  |                           |  |        
|99.3    |  | Disclosure Committee Charter.                                                                                                                     |  | 10-KSB                    |  | 9/28/07



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