a50864445.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

———————
FORM 10-Q
———————

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 
ACT OF 1934
For the quarterly period ended: March 31, 2014
or
   
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 
ACT OF 1934
For the transition period from: _____________ to _____________

———————
GOLDEN RIVER RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
———————

Delaware
0-16097
98-0079697
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification No.)
 
Level 8, 580 St Kilda Road Melbourne, Victoria, 3004, Australia
 (Address of Principal Executive Office) (Zip Code)
 
011 (613) 8532 2860
 (Registrant’s telephone number, including area code)
 
N/A
 (Former name, former address and former fiscal year, if changed since last report)
———————
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
x
 Yes
   o
 No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).*
 
x
 Yes
   o
 No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer
   o  
Accelerated filer
   o  
Non-accelerated filer
   o  
Smaller reporting company
x
  
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
   o
 Yes
x
 No
   
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were 56,807,283 outstanding shares of Common Stock as of May 12, 2014.
 
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
    o
 Yes
   o
 No
 
 
 
 
 
Table Of Contents
 
 
PAGE NO
     
PART I.
FINANCIAL INFORMATION
  
     
Item 1
2
Item 2
13
Item 3
15
Item 4
16
     
PART II
OTHER INFORMATION
  
     
Item 1
17
Item 1A
17
Item 2
17
Item 3
17
Item 4
17
Item 5
17
Item 6
17
     
     
 
18
     
 
19
     
Exh. 31.1
Certification
20
Exh. 31.2
Certification
21
Exh. 32.1
Certification
22
Exh. 32.2
Certification
23
 
 
1
 
 
PART I – FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
Introduction to Interim Consolidated Financial Statements.
 
The interim consolidated financial statements included herein have been prepared by Golden River Resources Corporation (“Golden River Resources” or the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”). Certain information and footnote disclosure normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These interim consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2013.
 
In the opinion of management, all adjustments, consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the consolidated financial position of the Company and subsidiaries as of March 31, 2014, the results of its consolidated statements of comprehensive income/(loss) for the three and nine month periods ended March 31, 2014 and March 31, 2013 and for the cumulative period July 1, 2002 (inception of exploration activities) to March 31, 2014, and its consolidated cash flows for the nine month period ended March 31, 2014 and March 31, 2013 and for the cumulative period July 1, 2002 (inception of exploration activities) to March 31, 2014  have been included.  The results of consolidated operations for the interim periods are not necessarily indicative of the results for the full year.
 
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
 
Foreign Currency Translation

Prior to October 1, 2013, the Company’s functional and reporting currency was the Canadian dollar (CDN). The major asset of Company at September 30, 2013 was a marketable security held in a former consolidated entity. In early October, 2013 all shares held in in the former consolidated entity were compulsory acquired by a third party. As a result of the disposal of the investment, the Company’s revenue and expenses are no longer primarily denominated in CDN. ASC 830 Foreign Currency Translation, states that the functional currency of an entity is the currency of the primary economic environment in which the entity operates. Accordingly the Company determined that from October 1, 2013 the functional currency of the Company is the United States dollar (US$). Assets, liabilities and equity were translated at the rate of exchange at October 1, 2013 of CDN$1.00 = US$0.9704. Revenue and expenses were translated at rates at date of transaction.  The recasting of the Company’s assets, liabilities, revenue and expense into US dollars did not have a material impact on the consolidated financial statements. Translation gains and losses were not material and accordingly were included as part of operations.

Restatement of comparative numbers was made for the change in functional and reporting currency.
 
UNLESS OTHERWISE INDICATED, ALL FINANCIAL INFORMATION PRESENTED IS IN UNITED STATES DOLLARS.
 
 
2
 
 
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Balance Sheet

   
March 31,
2014
    
June 30,
2013
  
   
US$000’s
    
US$000’s
  
ASSETS
  
(Unaudited)
        
             
Current Assets
            
Cash
     1       637  
Investment in marketable security
     -       436  
Receivables
     42       14  
Receivables - affiliates
     112       -  
Advances receivable
     128       -  
Prepaid expenses and deposits
     1       1  
                 
Total Current Assets
     284       1,088  
                 
Non-Current Assets
                
                 
Advances receivable
     -       138  
                 
Total Non-Current Assets
     -       138  
                 
Total Assets
     284       1,226  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                
                 
Current Liabilities
                
Accounts payable and accrued expenses
     169       145  
                 
Total Current Liabilities
     169       145  
                 
Total Liabilities
     169       145  
                 
Stockholders’ Equity:
                
Common Stock: $.0001 par value
                
400,000,000 shares authorized
                
56,807,408 and 56,807,408 issued and outstanding
     5       5  
Additional paid-in-capital
     41,428       41,428  
Less treasury stock at cost, 125 shares
     (19 )     (19 )
Retained (deficit) during exploration stage
     (23,934 )     (22,968 )
Retained (deficit) prior to exploration stage
     (17,365 )     (17,365 )
                 
Total Stockholders’ Equity
     115       1,081  
                 
Total Liabilities and Stockholders’ Equity
     284       1,226  
 
The accompanying notes are an integral part of the consolidated financial statements.
 
 
3
 
 
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Comprehensive Income(Loss)
Three and Nine Months Ended March 31, 2014 and 2013 and for the cumulative period
July 1, 2002 (inception of exploration activities) to March 31, 2014
(Unaudited)
 
   
Three
Months
 Ended
March 31,
2014
US$000’s
    
Three
 Months
 Ended
March 31,
2013
US$000’s
    
Nine
Months
 Ended
March 31,
2014
US$000’s
    
Nine
 Months
 Ended
March 31,
2013
US$000’s
    
July 1, 2002
to
March 31,
2014
US$000’s
  
                               
Revenues
   $ -     $ -     $ -     $ -     $ -  
                                         
Costs and expenses:
                                        
                                         
Stock based compensation
     -       -       -       -       2,678  
Exploration expenditure
     -       -       -       -       4,403  
Interest expense, net
     -       -       -       -       385  
Legal, accounting and professional
     14       46       52       96       2,122  
Administration expenses
     18       19       134       332       4,406  
                                         
Total costs and expenses
     32       65       186       428       13,994  
                                         
                                         
Foreign currency exchange gain/(loss)
     69       24       (40 )     9       (576 )
Loss on sale of equity investment and impairment charge
     -       (213 )     -       (609 )     (841 )
Allowance for doubtful debt
     (36 )     (726 )     (745 )     (726 )     (2,879 )
Gain on marketable investment
     -       -       2       -       289  
Other income/(expenses):
                                        
Interest income     – net, related entity
     -       -       -       -       5  
– Other
     (1 )     9       -       26       11  
                                         
(Loss) from continuing operations before income taxes
     -       (971 )     (969 )     (1,728 )     (17,985 )
                                         
Benefit for deferred income taxes
     -       -       -       -       -  
                                         
Net (loss) from continuing operations
     -       (971 )     (969 )     (1,728 )     (17,985 )
                                         
Discontinued Operations
                                        
Gain on disposal of discontinued operations
     -       -       -       5,591       5,378  
Equity in profits of unconsolidated entities
     -       -       -       -       227  
Net (loss) from discontinued operations
     -       -       -       (665 )     (10,190 )
Impairment of mineral rights
     -       -       -       -       (34,530 )
Adjustment to fair value on stepped acquisition
     -       -       -       -       7,213  
Gain on bargain purchase
     -       -       -       -       10,000  
Net income attributable to non-controlling interests of discontinued operations
     -       -       -       314       13,762  
                                         
Net income/(loss) from discontinued operations
     -       -       -       5,240       (8,140 )
                                         
Net income/(loss)
     -       (971 )     (969 )     3,512       (26,125 )
                                         
Other comprehensive income(loss):
                                        
Foreign currency translation adjustments
     -       65       3       (109 )     2,191  
                                         
Comprehensive  income/(loss)
     -       (906 )     (966 )     3,403       (23,934 )
                                         
Basic and diluted income/(loss) per common equivalent share
                                        
Net (loss) from continuing operations per share
     -       (0.02 )     (0.02 )     (0.03 )     (0.90 )
Net income/(loss) from discontinued operations per share
     -       -       -       0.09       (0.41 )
Basic and diluted net income/(loss) per common equivalent shares
     -       (0.02 )     (0.02 )     0.06       (1.31 )
                                         
Weighted average number of common equivalent shares used per share calculation
     56,807       56,807       56,807       56,807       19,869  

The accompanying notes are an integral part of the consolidated financial statements.
 
 
4
 
 
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
Nine Months Ended March 31, 2014 and 2013 and for the cumulative period
July 1, 2002 (inception of exploration activities) to March 31, 2014
(Unaudited)
 
   
Nine Months
Ended
March 31,
2014
US$000’s
    
Nine Months
Ended
March 31,
2013
 US$000’s
    
July 1, 2002
to
March 31, 2014
US$000’s
  
CASH FLOW FROM OPERATING ACTIVITIES
                  
                   
Net income/(loss)
     (969 )     3,512       (26,125 )
                         
                         
Adjustments to reconcile net income/(loss) to net cash (used) in operating activities
                        
Foreign currency exchange (gain)/loss
     40       (9 )     576  
Stock based compensation
     -       -       2,641  
Loss on equity investment
     -       609       841  
(Gain) on sale/revaluation of marketable investment
     (2 )     -       (289 )
Allowance for doubtful debt
     745       726       2,879  
Gain on disposal of discontinued operations
     -       (5,591 )     (5,378 )
Accrued interest added to principal
     -       -       168  
Net change net of disposition and acquisition in:
                        
Receivables
     11       60       (823 )
Staking deposit
     -       -       21  
Prepaid expenses and deposits
     -       26       (1 )
Accounts payable and accrued expenses
     24       (188 )     (20 )
Net Cash (Used) in Operating Activities
     (151 )     (855 )     (25,510 )
                         
CASH FLOW FROM INVESTING ACTIVITIES
                        
                         
Acquisition of majority owned subsidiary, net of cash acquired
     -       -       (11,213 )
Proceeds of disposal of subsidiary(net)
     -       2,388       3,928  
Proceeds from sale of marketable securities
     402       -       1,162  
Purchase of plant and equipment
     -       -       (24 )
Net Cash Provided By/(Used) In Investing Activities
     402       2,388       (6,147 )
                         
CASH FLOW FROM FINANCING ACTIVITIES
                        
                         
Borrowings from affiliates
     149       531       6,353  
Advances and repayments to affiliates
     (1,038 )     (2,218 )     (8,776 )
Proceeds from issuance of stock
     -       -       13,451  
Sale of warrants (net)
     -       -       4,608  
Re-purchase of warrants
     -       -       (562 )
Proceeds from loan payable
     -       -       3,164  
Net Cash Provided By/(Used) In Financing Activities
     (889 )     (1,687 )     18,238  
                         
DISCONTINUED OPERATIONS
                        
Operating activities
     -       343       14,169  
Investing activities
     -       -       106  
Financing activities
     -               (757 )
Net cash flows Provided By discontinued operations
     -       343       13,518  
                         
Effects of Exchange Rate on Cash
     2       2       (98 )
                         
Net Increase/(Decrease) in Cash
     (636 )     191       1  
Cash at Beginning of Period
     637       11       -  
Total Cash at End of Period
     1       202       1  
                         
Supplemental Disclosures
                        
Interest Paid
     -       -       330  
                         
NON CASH FINANCING ACTIVITY
                        
Debt repaid through issuance of shares
     -       -       5,600  
Stock options recorded as deferred compensation
     -       -       1,221  
Extinguishment of related party debt
     -       -       575  
Stock issued for acquisition of properties
     -       -       608  
 
The accompanying notes are an integral part of the consolidated financial statements.
 
 
5
 

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Stockholders’ Equity (Deficit)
March 31, 2014
and for the cumulative period July 1, 2002
(inception of exploration activities) to March 31, 2014
(Unaudited)
 
   
Shares
    
Common
Stock
Amount
    
Treasury
Stock, at
Cost
    
Additional
Paid-in
Capital
    
Retained Profit/(Deficit)
during the Exploration stage
    
Retained
 (Deficit)
prior to Exploration stage
    
Deferred
Compen-
sation
    
Non-
Controlling Interests
    
Total
  
      000’s    
US$000’s
    
US$000’s
    
US$000’s
    
US$000’s
    
US$000’s
    
US$000’s
    
US$000’s
    
US$000’s
  
                                                                         
Balance June 30, 2002
     635       -     $ (19 )   $ 16,251       -     $ (17,365 )     -       -     $ (1,133 )
                                                                         
Net (loss)
     -       -               -     $ (620 )     -       -       -     $ (620 )
                                                                         
Balance June 30, 2003
     635       -     $ (19 )   $ 16,251     $ (620 )   $ (17,365 )     -       -     $ (1,753 )
                                                                         
Issuance of 175,398 shares and warrants in lieu of debt repayment
     175       -       -     $ 1,782       -       -       -       -     $ 1,782  
                                                                         
Sale of 167,000 shares and warrants
     167       -       -     $ 1,698       -       -       -       -     $ 1,698  
                                                                         
Issuance of 694,306 shares on cashless exercise of options
     694       -       -       -       -       -       -       -     $ -  
                                                                         
Net (loss)
     -       -       -       -     $ (938 )     -       -       -     $ (938 )
                                                                         
Balance June 30, 2004
     1,671       -     $ (19 )   $ 19,731     $ (1,558 )   $ (17,365 )     -       -     $ 789  
                                                                         
Issuance of 140,000 options under 2004 stock option plan
     -       -       -     $ 1,334       -       -     $ (1,334 )     -     $ -  
                                                                         
Amortization of 140,000 options under 2004 stock option plan
     -       -       -       -       -       -     $ 887       -     $ 887  
                                                                         
Net (loss)
     -       -       -       -     $ (2,904 )     -       -       -     $ (2,904 )
                                                                         
Balance June 30, 2005
     1,671       -     $ (19 )   $ 21,065     $ (4,462 )   $ (17,365 )   $ (447 )     -     $ (1,228 )
                                                                         
To eliminate deferred compensation against Additional Paid-In Capital
     -       -       -     $ (447 )     -       -     $ 447       -     $ -  
                                                                         
Issuance of 1,000,000 shares and 2,000,000 options in lieu of debt repayment
     1,000       -       -     $ 3,004       -       -       -       -     $ 3,004  
                                                                         
Capital gain on shares and options issued in lieu of debt repayment
     -       -       -     $ (1,457 )     -       -       -       -     $ (1,457 )
                                                                         
Sale of 2,000,000 normal warrants
     -       -       -     $ 715       -       -       -       -     $ 715  
                                                                         
Sale of 1,000,000 special warrants
     -       -       -     $ 767       -       -       -       -     $ 767  
                                                                         
Amortization of 140,000 options under 2004 stock option plan
     -       -       -     $ 431       -       -       -       -     $ 431  
                                                                         
Net (loss)
     -       -       -       -     $ (803 )     -       -       -     $ (803 )
                                                                         
Balance June 30, 2006
     2,671       -     $ (19 )   $ 24,078     $ (5,265 )   $ (17,365 )   $ -     $ -     $ 1,429  
 
 
6
 

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Stockholders’ Equity (Deficit)
March 31, 2014
and for the cumulative period July 1, 2002
(inception of exploration activities) to March 31, 2014
 (Unaudited) Continued

   
 
 
Shares
    
Common
Stock
Amount
    
Treasury
Stock, at
Cost
    
Additional
Paid-in
Capital
    
Retained Profit/(Deficit)
during the Exploration stage
    
Retained
 (Deficit)
prior to Exploration stage
    
Deferred
Compen-
sation
    
Non-
Controlling Interests
    
 
 
Total
  
      000’s    
US$000’s
    
US$000’s
    
US$000’s
    
US$000’s
    
US$000’s
    
US$000’s
    
US$000’s
    
US$000’s
  
                                                                         
Costs associated with sale of normal and special warrants
     -       -       -     $ (3 )     -       -       -       -     $ (3 )
                                                                         
Amortization of 140,000 options under 2004 stock option plan
     -       -       -     $ 15       -       -       -       -     $ 15  
                                                                         
Amortization of 465,000 options under 2006 stock option plan
     -       -       -     $ 447       -       -       -       -     $ 447  
                                                                         
Net (loss)
     -       -       -       -     $ (1,808 )     -       -       -     $ (1,808 )
                                                                         
Balance June 30, 2007
     2,671     $ -     $ (19 )   $ 24,537     $ (7,073 )   $ (17,365 )   $ -     $ -     $ 80  
                                                                         
Amortization of 465,000 options under 2006 stock option plan
     -       -       -     $ 293       -       -       -       -     $ 293  
                                                                         
Net (loss)
     -       -       -       -     $ (985 )     -       -       -     $ (985 )
                                                                         
Balance June 30, 2008
     2,671     $ -     $ (19 )   $ 24,830     $ (8,058 )   $ (17,365 )   $ -     $ -     $ (612 )
                                                                         
Amortization of 465,000 options under 2006 stock option plan
     -       -       -     $ 152       -       -       -       -     $ 152  
                                                                         
Sale of 10,000,000 shares
     10,000     $ 1       -     $ 541       -       -       -       -     $ 542  
                                                                         
Forgiveness of advances from affiliate
     -       -       -     $ 509       -       -       -       -     $ 509  
                                                                         
Net (loss)
     -       -       -       -     $ (1,060 )     -       -       -     $ (1,060 )
                                                                         
Balance June 30, 2009
     12,671     $ 1     $ (19 )   $ 26,032     $ (9,118 )   $ (17,365 )   $ -     $ -     $ (469 )
                                                                         
Amortization of 465,000 options under 2006 stock option plan
     -       -       -     $ 35       -       -       -             $ 35  
                                                                         
Sale of 9,960,351 shares
     9,960     $ 1       -     $ 10,144       -       -       -       -     $ 10,145  
                                                                         
Issuance of 300,000 shares as part purchase price of mining properties
     300       -       -     $ 600       -       -       -       -     $ 600  
                                                                         
Re-purchase of warrants
     -       -       -     $ (500 )     -       -       -       -     $ (500 )
                                                                         
Net (loss) from continuing operations
     -       -       -       -     $ (3,756 )     -       -       -     $ (3,756 )
                                                                         
Net profit from discontinued operations
     -       -       -       -     $ 15,007               -       -     $ 15,007  
                                                                         
Adjustment for 
additional investment in consolidated subsidiary
     -       -       -     $ 1,860       -       -       -     $ (1,860 )   $ -  
                                                                         
Fair value of non-controlling interest
     -       -       -       -       -       -       -     $ 18,921     $ 18,921  
                                                                         
Net (loss) attributable to non-controlling interests
     -       -       -       -     $ 1,362       -       -     $ (1,362 )   $ -  
                                                                         
Balance June 30, 2010
     22,931     $ 2     $ (19 )   $ 38,171     $ 3,495     $ (17,365 )   $ -     $ 15,699     $ 39,983  
 
 
7
 

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Stockholders’ Equity (Deficit)
March 31, 2014
and for the cumulative period July 1, 2002
(inception of exploration activities) to March 31, 2014
 (Unaudited) Continued

   
 
 
Shares
    
Common
Stock
Amount
    
Treasury
Stock, at
Cost
    
Additional
Paid-in
Capital
    
Retained Profit/(Deficit)
during the Exploration stage
    
Retained
 (Deficit)
prior to Exploration stage
    
Deferred
Compen-
sation
    
Non-
Controlling Interests
    
 
 
Total
  
      000’s    
US$000’s
    
US$000’s
    
US$000’s
    
US$000’s
    
US$000’s
    
US$000’s
    
US$000’s
    
US$000’s
  
                                                                         
Issue of 33,875,000 shares
     33,876     $ 3       -     $ 3,047       -       -       -       -     $ 3,050  
                                                                         
Amortization of 800,000 options under employee stock option plan
     -       -       -     $ 156       -       -       -       -     $ 156  
                                                                         
Net (loss) from continuing operations
     -       -       -       -     $ (4,725 )     -       -       -     $ (4,725 )
                                                                         
Net (loss) from discontinued operations
     -       -       -       -     $ (2,863 )             -       -     $ (2,863 )
                                                                         
Adjustment for additional investment in consolidated subsidiary
     -       -       -     $ 1,465       -       -       -     $ (1,465 )   $ -  
                                                                         
Adjustment due to issue of shares by subsidiary
     -       -       -       -       -       -       -     $ 10     $ 10  
                                                                         
Net (loss) attributable to non-controlling interests
     -       -       -       -     $ 821       -       -     $ (821 )   $ -  
                                                                         
Balance June 30, 2011
     56,807     $ 5     $ (19 )   $ 42,839     $ (3,272 )   $ (17,365 )   $ -     $ 13,423     $ 35,611  
                                                                         
Amortization of 1,100,000 options under employee stock option plan
     -       -       -     $ 56       -       -       -       -     $ 56  
                                                                         
Net profit from continuing operations
     -       -       -       -     $ 5,828       -       -       -     $ 5,828  
                                                                         
Net (loss) from discontinued operations
     -       -       -       -     $ (37,936 )     -       -       -     $ (37,936 )
                                                                         
Adjustment for additional investment in consolidated subsidiary
     -       -       -     $ 176       -       -       -     $ (260 )   $ (84 )
                                                                         
Adjustment for sale of investment in consolidated subsidiary
     -       -       -     $ (1,644 )     -       -       -     $ 3,273     $ 1,629  
                                                                         
Net (loss) attributable to non-controlling interests
     -       -       -       -     $ 11,275       -       -     $ (11,275 )   $ -  
                                                                         
Balance June 30, 2012
     56,807     $ 5     $ (19 )   $ 41,427     $ (24,105 )   $ (17,365 )   $ -     $ 5,161     $ 5,104  
                                                                         
Amortization of 1,100,000 options under employee stock option plan
     -       -       -     $ 1       -       -       -       -     $ 1  
                                                                         
Net (loss) from continuing operations
     -       -       -       -     $ (3,056 )     -       -             $ (3,056 )
                                                                         
Net income from discontinued operations
     -       -       -       -     $ 3,889       -       -       -     $ 3,889  
                                                                         
Adjustment for deconsolidation of subsidiary
     -       -       -       -       -       -       -     $ (4,857 )   $ (4,857 )
                                                                         
Net income attributable to non-controlling interests
     -       -       -       -     $ 304       -       -     $ (304 )   $ -  
                                                                         
Balance June 30, 2013
     56,807     $ 5     $ (19 )   $ 41,428     $ (22,968 )   $ (17,365 )   $ -     $ -     $ 1,081  
                                                                         
Net (loss) from operations
     -       -       -       -     $ (966 )     -       -       -     $ (966 )
                                                                         
Balance March 31, 2014
     56,807     $ 5     $ (19 )   $ 41,428     $ (23,934 )   $ (17,365 )   $ -     $ -     $ 115  
 
The accompanying notes are an integral part of the consolidated financial statements.
 
 
8
 

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
March 31, 2014
 
1.  Organisation
 
Golden River Resources Corporation (“Golden River Resources”) is incorporated in the State of Delaware. The principal shareholder of Golden River Resources is Northern Capital Resources Corp (“NCRC”) which owned 96.62% of Golden River Resources as of March 31, 2014.
 
Golden River Resources was a gold exploration company.  On March 17, 2009, the Company announced that it had reached agreement with Acadian Mining Corporation (TSX: ADA) ("Acadian") to subscribe in private placement transactions for common shares in Acadian and since that time, it acquired an interest by June 30, 2011 of 71.48%.  During fiscal 2012, the Company acquired a further 0.48% interest in of Acadian, sold a 19.9% interest in Acadian and at June 30, 2012 it held 52.06% of Acadian. During fiscal 2013, it sold a further 51.56% and at June 30, 2013, it held a 0.50% interest in Acadian. On September 18, 2013, the Company converted a convertible note of US$402,000 into 3,500,000 shares in Acadian thus increasing its equity interest in Acadian to 6.53%. On October 11, 2013, Acadian and LionGold Corp. Ltd. ("LionGold") announced that they concluded the arrangement by which LionGold, through its wholly-owned subsidiary LionGold Mining Canada Inc. (formerly 9286-0931 Québec Inc.) compulsory acquired all of the common shares of Acadian that it did not already own. As a result, effective October 11, 2013, the Company no longer has an equity interest in Acadian.
 
The financial statements presented herein have been prepared on a consolidated basis to include the accounts of Golden River Resources and its other subsidiaries (collectively “the Company”). All intercompany balances and transactions have been eliminated in consolidation.
 
Effective November 1, 2010, the Company had a 1-for-10 reverse stock split of its Common Stock and accordingly, all share and per share data has been retroactively restated.
 
The Company's consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, Golden River Resources is an exploration stage company which has not yet commenced revenue producing operations and has sustained recurring losses since inception, all of which raises substantial doubt as to its ability to continue as a going concern.
 
In addition, Golden River Resources has historically relied on loans and advances from corporations affiliated with the President of Golden River Resources and fund raising through the sale of equity instruments.  Based on discussions with these affiliate companies, the Company believes this source of funding will continue to be available.
 
 Other than the arrangements noted above, the Company has not confirmed any other arrangement for ongoing funding.  The Company’s ability to continue operations is dependent upon future funding from capital raisings, or its ability to commence revenue producing operations and positive cash flows.
 
2.  Recent Accounting Pronouncements
 
In April 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”.  ASU No. 2014-08 changes the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results.  ASU No. 2014-08 is effective prospectively for fiscal years beginning after December 15, 2014, with earlier adoption permitted.  The Company has decided to early adopt this standard effective with the interim period beginning January 1, 2014. The adoption of ASU No. 2014-08 did not have a material impact on our financial position, results of operations or cash flows.
 
Other Recently Issued, but not Yet Effective Accounting Pronouncements
 
Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
 
3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of the significant accounting policy followed in connection with the preparation of the financial statements.
 
Foreign Currency Translation
 
Effective October 1, 2013, the Company’s functional and reporting currency is the United States dollar.  Revenue and expenses incurred in a currency other than the United States dollars are translated at the date incurred or invoiced. Assets and liabilities are re-valued at the period end exchange rate where appropriate. Gains or losses from foreign currency transactions are included in the results of operations.
 
 
9
 
 
Prior to October 1, 2013, the Company’s functional and reporting currency was the Canadian dollar (CDN). The major asset of Company at September 30, 2013 was a marketable security held in a former consolidated entity. In October, 2013 all shares held in in the former consolidated entity were compulsory acquired by a third party. As a result of the disposal of the investment, the Company’s revenue and expenses are no longer primarily denominated in Canadian dollars. ASC 830 Foreign Currency Translation, states that the functional currency of an entity is the currency of the primary economic environment in which the entity operates. Accordingly the Company determined that from October 1, 2013 the functional currency of the Company is the United States dollar (US$). Assets, liabilities and equity were translated at the rate of exchange at October 1, 2013 of CDN$1.00 = US$0.9704. Revenues and expenses were translated at rates at date of transaction.  The recasting of the Company’s assets, liabilities, revenue and expense into US dollars did not have a material impact on the consolidated financial statements. Translation gains and losses were not material and accordingly were included as part of operations.

Restatement of comparative numbers was made for the change in functional and reporting currency.
 
4.  Affiliate Transactions
 
Golden River Resources advances to and receives advances from various affiliates.
 
The Company has entered into an agreement with AXIS Consultants Pty Ltd (“AXIS”) to provide geological, management and administration services to the Company. AXIS is affiliated through common management. The Company is one of nine affiliated companies to which AXIS provides services. Each of the companies has some common Directors, officers and shareholders. Golden River Resources holds a 9.09% interest in AXIS at a cost of A$1 and is accounted for under the cost method. Any profits generated by AXIS are returned to its shareholders in the form of dividends.
 
During the nine months ended March 31, 2014, AXIS provided services in accordance with the service agreement of US$104,000, AXIS repaid Golden River Resources US$49,000 and the Company advanced AXIS US$1,038,000, before foreign currency translation amounting to approximately US$32,000. At June 30, 2013, management considered the recoverability of the amount owed by AXIS and in accordance with the requirements of accounting standards provided a US$976,000 provision for doubtful receivable during fiscal 2013. For the nine months ended March 31, 2014, the Company recorded an additional provision of US$745,000. During the nine months ended March 31, 2014, the Company did not charge interest.  The amount owed by AXIS (net of allowance) at March 31, 2014 under current assets – advances to affiliates was US$112,000. The Company has made advances to AXIS in connection with the ongoing business relationship between the two parties, which have been disclosed in the Company’s SEC reports, but which are not specifically provided for in the AXIS Services Agreement.  In order to service its clients, AXIS is required to make ongoing expenditures for payroll, facilities and equipment that may exceed the amount of its cash receipts during particular periods, depending on the amount of services provided to its clients and the amount of fees received from such clients during these periods.  Historically, the shortfall in its cash receipts has been covered by cash advances from a number of the companies, which receive services from AXIS, including the Company.  The purpose of such advances is to assist AXIS in meeting its ongoing cash flow requirements in order to assure that AXIS has the necessary resources to provide services to the Company on an as needed basis. The parties are in discussions in relation to AXIS providing security to the Company for the amount outstanding and such discussions are anticipated to be concluded by the end of fiscal 2014. However no agreement has been reached to-date. Two of the Company’s directors (Mr Gutnick and Dr Tyrwhitt) are also directors of AXIS, Mr Lee is Chief Financial Officer and Company Secretary of AXIS and all owe fiduciary obligations to both parties. It is the intention of the Boards of Directors of AXIS and the Company that this issue be resolved in a manner that is fair to all parties and equitable to the shareholders of each, but there are no agreements or understandings addressing the priority or dispensation of fiduciary duties with respect to the discussions to resolve the amount outstanding owed by AXIS or any other conflict of interest with AXIS or other affiliates.
 
During the nine months ended March 31, 2013, AXIS repaid the Company US$531,000 and provided services in accordance with the service agreement of US$286,000 and the Company advanced AXIS US$1,191,000. The amount owed by AXIS at March 31, 2013 was US$845,000 and has been fully provided for. During the nine months ended March 31, 2013, the Company did not charge interest.
 
During fiscal 2010, the Company sold shares of common stock to NCRC, a Nevada corporation, pursuant to certain subscription agreements. Mr Joseph Gutnick, the Company’s President, is the Chairman and Chief Executive Officer of NCRC.  In addition, Legend International Holdings, Inc., of which Mr. Gutnick is the Chairman and Chief Executive Officer and a principal stockholder, owns 31.46% of NCRC. As of March 31, 2014, NCRC owned approximately 96.6% of the outstanding common stock of the Company.
 
During fiscal 2013, the Company advanced NCRC US$1,189,000 and after foreign exchange adjustments US$1,158,000 is the amount owed by NCRC at March 31, 2014. At June 30, 2013, management considered the recoverability of the amount owed by NCRC and in accordance with the requirements of accounting standards provided a provision for doubtful receivable for the full amount during fiscal 2013.
 
During fiscal 2013, Golden River advanced Acadian US$141,000 in funds for operating expenditures and incurred expenditures on behalf of Acadian of US$2,000. This loan is non-interest bearing and is due on or before June 6, 2014. As of March 31, 2014 the US$128,000 (after currency translation) remains unpaid and is reflected in current assets – advances - receivable (see note 8).
 
 
10
 
 
5.  Issue of Options under Stock Option Plan
 
In October 2004, the Board of Directors and Remuneration Committee of the Company adopted a Stock Option Plan. The Company issued 605,000 options under the plan. At March 31, 2014, the options are fully vested.
 
Since the issue of the options, 120,000 options have lapsed following the termination of participants to the issue.
 
A summary of the options outstanding and exercisable at March 31, 2014 are as follows:
 
 
Outstanding
Outstanding
Exercisable
Exercisable
Number of options
80,000
405,000
80,000
405,000
Exercise price
US$10.00
US$3.08
US$10.00
US$3.08
Expiration date
October 15, 2014
October 15, 2016
October 15, 2014
October 15, 2016
 
6.  (Loss) per share
 
The Company calculates (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic profit/(loss) per share is computed based on the weighted average number of common shares outstanding during the period.
 
Options to acquire 485,000 shares of common stock were not included in the diluted weighted average shares outstanding as such effects would be anti-dilutive.
 
7.  Fair Value Of Financial Instruments
 
The Company’s financial instruments consist of cash, receivables, accounts payable and accrued expenses and advances due from affiliates. The carrying amounts of receivables, accounts payable and accrued expenses, advances receivable approximate their respective fair values because of the short maturities of these expenses. The fair values of advances due/from affiliates are not practicable to estimate as no similar market exists for these instruments and as it does not have a specified date of repayment. The Company’s investment in Acadian was recorded at fair value using Level 1 inputs, as described in the US GAAP guidance for fair value measurements (see note 8).
 
8.  Investments In and Receivable From Acadian
 
During fiscal 2012, Golden River purchased US$408,000 of debentures in its former consolidated subsidiary Acadian. The debentures were unsecured and convertible into common shares of Acadian at the holder’s option at a price of US$0.12 per common share. On September 18, 2013, the Company elected to convert the convertible note into 3,500,000 shares in Acadian.
 
On October 11, 2013 Acadian and LionGold announced that they concluded the arrangement by which LionGold, through its wholly-owned subsidiary LionGold Mining Canada Inc. (formerly 9286-0931 Québec Inc.) compulsory acquired all of the common shares of Acadian ("Acadian Shares") that it did not already own (the "Arrangement").  Effective from that date, LionGold directly or indirectly owns 100% of the outstanding shares of Acadian. Under the Arrangement, Acadian shareholders (other than LionGold and its affiliates) received C$0.12 in cash for each Acadian Share. On October 17, 2013 the Company received US$402,000 for 3,509,998 shares it held in Acadian. The balance of the funds of US$28,000 from LionGold is expected to be received in 2014.
 
9.  Income Taxes
 
The Company recognises deferred tax assets or liabilities for the expected future consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
 
The Company is subject to taxation in both the USA and Canada.
 
The Company’s net deferred taxes at March 31, 2014 is summarized as follows:
 
 
USA
2014
US$000s
Canada
2014
US$000s
Total
2014
US$000s
       
 Deferred tax assets
      
Net operating loss carry-forward
2,420
130
2,550
Exploration expenditure
526
3,040
3,566
 
2,946
3,170
6,116
Less valuation allowance
(2,946)
(3,170)
(6,116)
 
-
-
-
 
 
11
 
 
The Company’s net deferred taxes at June 30, 2013 is summarized as follows:
 
 
USA
2013
US$000s
Canada
2013
US$000s
Total
2013
US$000s
       
 Deferred tax assets
      
   Net operating loss carry-forward
3,440
2,011
5,451
Exploration expenditure
544
1,498
2,042
 
3,984
3,509
7,493
Less valuation allowance
(3,984)
(3,509)
(7,493)
 
-
-
-
 
Total available net operating loss carryforwards in the United States, which are subject to limitations, amount to approximately US$6,914,000 at March 31, 2014 and expire in years 2023 through 2030. Net operating loss carryforwards in Canada do not have a definite expiration date and amounted to US$9,144,000.
 
The Company’s tax years for all years since fiscal year ending June 30, 2010 remain open to most taxing authorities.

10.  Subsequent Events
 
The Company has evaluated events and transactions after the balance sheet date and, through the date the consolidated financial statements were issued and believes that all relevant disclosures have been included herein and there are no other events which require recognition or disclosure in the accompanying consolidated financial statements, other than disclosed herein.
 
 
12
 
 
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
FUND COSTS CONVERSION
 
The consolidated statements of operations and other financial and operating data contained elsewhere here in and the consolidated balance sheets and financial results have been reflected in United States dollars unless otherwise stated.
 
The following table shows the average rate of exchange of the United States dollar as compared to the Canadian dollar and Australian dollar during the periods indicated:
 
 
9 months ended March 31, 2013
US$1.00 = A$0.9597
 
9 months ended March 31, 2014
US$1.00 = A$1.0812
 
9 months ended March 31, 2013
US$1.00 = CDN $1.0176
 
9 months ended March 31, 2014
US$1.00 = CDN $1.1061
 
The Company’s financial statements are prepared in United States dollars (US$). A number of the costs and expenses of the Company are incurred in Canadian and Australian dollars and the conversion of these costs to US$ means that the comparison of the three months ended March 31, 2014 to the three months ended March 31, 2013 does not always present a true comparison.
 
GENERAL
 
Golden River Resources was a gold exploration company focusing its activities in Canada through its investment in Acadian. Following the sale of Acadian shares in October 2012, Golden River’s holding in Acadian amounted to 32.16% and Golden River no longer controlled Acadian. As a result, Golden River de-consolidated the operations of Acadian. Accordingly, the management discussion and analysis relates to the activities of Golden River only and does not include a discussion of Acadian activities unless otherwise stated.
 
As set out in notes to consolidated financial statements – affiliate transactions, the Company is managed by AXIS. Certain costs and expenses are incurred by the Company and certain costs and expenses are incurred by AXIS on behalf of the Company and billed to the Company by AXIS. The total amount of expenses billed to the Company by AXIS for the nine months ended March 31, 2014 was US$104,000 (2013: US$286,000). The discussion in the next paragraphs relates to costs and expenses of the Company, incurred by both the Company; and by AXIS that are billed to the Company.
 
RESULTS OF OPERATIONS
 
Three Months Ended March 31, 2014 vs. Three Months Ended March 31, 2013.
 
Costs and expenses decreased from US$65,000 in the three months ended March 31, 2013 to US$32,000 in the three months ended March 31, 2014.
 
The decrease in costs and expenses is a net result of:
 
a)  
a decrease in legal, accounting and professional expense from US$46,000 for the three months ended March 31, 2013 to US$14,000 for the three months ended March 31, 2014. The expenses for the three months ended March 31, 2014 consisted of costs associated with professional services in relation to financial statements, the quarterly Form 10-Qs, Form 10-K and taxation fees.
     
a)  
a decrease in administrative costs including salaries from US$19,000 in the three months ended March 31, 2013 to US$18,000 in the three months ended March 31, 2014. The decrease relates to head office salaries and corporate travel; for the three months ended March 31, 2013 additional costs were incurred for negotiations of the sale of the Acadian interest which was completed in fiscal 2013 and a decrease in office and statutory filing costs for the three months ended March 31, 2014. Included within the administrative expenses of US$18,000 (2013: US$19,000) is an amount of US$21,000 (2013: US$16,000) billed to us by AXIS. For the three months ending March 31, 2014 the Company recorded a franchise tax adjustment of US$(2,000).
 
The Company recorded a foreign currency exchange gain of US$69,000 for the three months ended March 31, 2014 and US$24,000 for the three months ended March 31, 2013, as a result of the movement in the Australian and Canadian dollar versus the United States dollar.
 
In February 2013, the Company sold a further 3,927,730 shares in Acadian at price of CDN$0.11 for CDN$432,050, and reviewed the carrying amount of is investment in Acadian and recorded a loss on sale of equity investment and impairment charge of US$213,000 for the three months ended March 31, 2013.
 
At March 31, 2014, management considered the recoverability of the amount owed by AXIS and in accordance with the requirements of accounting standards provided a provision for doubtful receivable. For the three months ended March 31, 2014 the Company recorded an adjustment to the provision of US$(36,000)  (2013: US$(726,000)).
 
 
13
 
 
The loss from continuing operations before income taxes and net loss for the three months ended March 31, 2014 was US$nil compared to US$971,000 for the three months ended March 31, 2013.
 
Nine Months Ended March 31, 2014 vs. Nine Months Ended March 31, 2013.
 
Costs and expenses decreased from US$428,000 in the three months ended March 31, 2013 to US$186,000 in the three months ended March 31, 2014.
 
The decrease in costs and expenses is a net result of:
 
b)  
a decrease in legal, accounting and professional expense from US$96,000 for the nine months ended March 31, 2013 to US$52,000 for the nine months ended March 31, 2014. The expenses for the nine months ended March 31, 2014 consisted of costs associated with professional services in relation to financial statements, the quarterly Form 10-Qs, Form 10-K, taxation fees and for general legal work.
     
c)  
a decrease in administrative costs including salaries from US$332,000 in the nine months ended March 31, 2013 to US$134,000 in the nine months ended March 31, 2014. The decrease relates to; (a) head office salaries and corporate travel; for the nine months ended March 31, 2013 additional costs were incurred for negotiations of the sale of the Acadian interest which was completed in fiscal 2013 and; (b) a decrease in office and statutory filing costs for the nine months ended March 31, 2014. Included within the administrative expenses of US$134,000 (2013: US$332,000) is an amount of US$104,000 (2013: US$286,000) billed to us by AXIS.
 
The Company recorded a foreign currency exchange loss of US$40,000 for the nine months ended March 31, 2014 and  a foreign exchange gain of US$9,000 for the nine months ended March 31, 2013, as a result of the movement in the Australian and Canadian dollar versus the United States dollar.
 
In November 2012 and February 2013, the Company sold a further 9,327,730 shares in Acadian at price of CDN$0.11 for CDN$1,026,050, reviewed the carrying amount of is investment in Acadian and recorded a loss on sale of equity investment and impairment charge of US$609,000 for the nine months ended March 31, 2013.
 
At March 31, 2014, management considered the recoverability of the amount owed by AXIS and in accordance with the requirements of accounting standards provided a provision for doubtful receivable. For the nine months ended March 31, 2014 the Company recorded an adjustment to the provision of US$(745,000) (2013: US$(726,000)).
 
In October 2013, the Company sold a further 3,509,998 shares in Acadian at price of US$0.12 (CDN$0.12) for US$402,000, and reviewed the carrying amount of is investment in Acadian and recorded a foreign exchange gain on sale of marketable investment and impairment charge of US$2,000 for the nine months ended March 31, 2014.
 
The loss from continuing operations before income taxes for the nine months ended March 31, 2014 was US$969,000 compared to US$1,728,000 for the nine months ended March 31, 2013.
 
The Company recorded a net gain from discontinued operations of US$5,591,000 for the nine months ended March 31, 2013 and a net loss from discontinued operations of US$665,000 which was offset by the share of net gain attributable to non-controlling interests of discontinued operations of US$314,000. There was no net loss or gain from discontinued operations for the nine months ended March 31, 2014.
 
The net loss amounted to US$969,000 for the nine months ended March 31, 2014 compared to net income of US$3,512,000 for the nine months ended March 31, 2013.
 
Liquidity and Capital Resources
 
For the nine months ended March 31, 2014, net cash used by operating activities was US$151,000 consisting primarily of the net loss of US$969,000; net gain on revaluation of marketable investment of US$2,000; allowance for doubtful debt of US$745,000 and an increase in accounts payable and accrued expenses of US$24,000. Net cash provided by investing activities was US$402,000 being proceeds from the sale of 3,509,998 shares in Acadian and net cash used in financing activities of US$889,000 being advances to affiliates.
 
As at March 31, 2014, the Company had short-term obligations of US$169,000 being accounts payable and accrued expenses.
 
We have US$1,000 in cash at March 31, 2014.
 
During the nine months ended March 31, 2014, AXIS provided services in accordance with the service agreement of US$104,000 and AXIS repaid the Company US$49,000 and the Company provided AXIS with a US$1,038,000 advance. At March 31, 2014, management considered the recoverability of the amount owed by AXIS and in accordance with the requirements of accounting standards provided a further US$745,000 provision for doubtful receivable.
 
 
14
 
 
On October 11, 2013 Acadian and LionGold Corp. Ltd. ("LionGold") announced that they concluded the arrangement by which LionGold, through its wholly-owned subsidiary LionGold Mining Canada Inc. (formerly 9286-0931 Québec Inc.) compulsory acquired all of the common shares of Acadian that it did not already own (the "Arrangement").  Effective from that date, LionGold directly or indirectly owns 100% of the outstanding shares of Acadian. Under the Arrangement, Acadian shareholders (other than LionGold and its affiliates) received C$0.12 in cash for each Acadian share and on October 17, 2013, the Company received US$402,000 and the balance of US$28,000 will be received shortly.
 
The Company has net advances receivable due from affiliated entities for approximately US$2,985,000 at March 31, 2014, of which is US$2,873,000 is fully allowed for.
 
Our budget for general and administration costs for fiscal 2014 is US$250,000.  We are searching for new business opportunities and are not planning any exploration related activities in the short term.
 
The Company has historically funded its activities from funds provided by capital raising through the issuance of its shares and advances from affiliated entities.  We are currently investigating further capital raising opportunities which may be in the form of either equity or debt, to provide funding for working capital purposes and future exploration programs. There can be no assurance that such capital raising will be successful, or that even if an offer of financing was received by the Company, it is on terms acceptable to the Company.
 
Cautionary Safe Harbor Statement under the United States Private Securities Litigation Reform Act of 1995.
 
Certain information contained in this Form 10-Q’s forward looking information within the meaning of the Private Securities Litigation Act of 1995 (the “Act”) which become law in December 1995.  In order to obtain the benefits of the “safe harbor” provisions of the act for any such forwarding looking statements, the Company wishes to caution investors and prospective investors about significant factors which among others have affected the Company’s actual results and are in the future likely to affect the Company’s actual results and cause them to differ materially from those expressed in any such forward looking statements.  This Form 10-Q report contains forward looking statements relating to future financial results.  Actual results may differ as a result of factors over which the Company has no control including, without limitation, the risks of exploration and development stage projects, political risks of development in foreign countries, risks associated with environmental and other regulatory matters, mining risks and competition and the volatility of gold and copper prices, movements in the foreign exchange rate and the availability of additional financing for the Company. Investors are cautioned not to put undue reliance on forward-looking statements. We disclaim any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise. Additional information which could affect the Company’s financial results is included in the Company’s Form 10-K on file with the Securities and Exchange Commission.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 
The Company reports in US$ and holds cash denominated in A$ dollars. At March 31, 2014, this amounted to US$1,000 (A$1,000). A change in the exchange rate between the A$ and the US$ will have an effect on the amounts reported in the Company’s consolidated financial statements, and create a foreign exchange gain or loss. A movement of 1% in the A$ versus the US$ exchange rate will have no effect on the consolidated balance sheet and statement of comprehensive loss.
 
 
15
 
 
Item 4. Controls and Procedures.

(a)           Disclosure Controls and Procedures
 
Our principal executive officer and our principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as amended) as of the end of the period covered by this report. Based on that evaluation, such principal executive officer and principal financial officer concluded that, the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report at the reasonable level of assurance.
 
(b)           Changes in Internal Control Over Financial Reporting
 
There were no changes in our internal control over financial reporting during the second quarter of fiscal  that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
 
(c)           Other
 
We believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.  Therefore, 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.  Our disclosure controls and procedures are designed to provide such reasonable assurance of achieving our desired control objectives, and our principal executive officer and principal financial officer have concluded, as of March 31, 2014, that our disclosure controls and procedures were effective in achieving that level of reasonable assurance.
 
 
16
 
 
PART II – OTHER INFORMATION
 
Item 1.
 
Not Applicable
 
Item 1A.
 
Not Applicable for Smaller Reporting Company
 
Item 2.
 
Not Applicable
 
Item 3.
 
Not Applicable
 
Item 4.
 
Not Applicable
 
Item 5.
 
Not Applicable
 
Item 6.
 
(a) Exhibit No.
Description
       
  31.1
Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act
       
  31.2
Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act
       
  32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002
       
  32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002
       
  101
The following materials from the Golden River Resources Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 formatted in Extensible Business Reporting Language (XBRL):  (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows and (iv) related notes.
       
   
#101.INS
 XBRL Instance Document.
       
   
#101.SCH
 XBRL Taxonomy Extension Schema Document.
       
   
#101.CAL
 XBRL Taxonomy Extension Calculation Linkbase Document.
       
   
#101.LAB
 XBRL Taxonomy Extension Label Linkbase Document.
       
   
#101.PRE
 XBRL Taxonomy Extension Presentation Linkbase Document.
       
   
#101.DEF
 XBRL Taxonomy Extension Definition Linkbase Document.
   
__________________
  
   
#           Filed herewith.  In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed “not filed” for purposes of section 18 of the Exchange Act, and otherwise are not subject to liability under that section.
 
 
17
 
 
(FORM 10-Q)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  Golden River Resources Corporation
       
       
 
By:
/s/ Joseph I. Gutnick
  
   
Joseph I. Gutnick
   
Chairman of the Board, President and
   
Chief Executive Officer
   
(Principal Executive Officer)
       
       
 
By:
/s/ Peter Lee
  
   
Peter Lee
   
Director, Secretary and
   
Chief Financial Officer
   
(Principal Financial Officer)
       
       
       
 
Dated: May 13, 2014
 
 
18
 
 
EXHIBIT INDEX
 
Exhibit No.  
Description
     
31.1  
Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act
     
31.2  
Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act
     
32.1  
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002
     
32.2  
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002
     
101  
The following materials from the Golden River Resources Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 formatted in Extensible Business Reporting Language (XBRL):  (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows and (iv) related notes.
     
   
#101.INS
 XBRL Instance Document.
   
#101.SCH
 XBRL Taxonomy Extension Schema Document.
   
#101.CAL
 XBRL Taxonomy Extension Calculation Linkbase Document.
   
#101.LAB
 XBRL Taxonomy Extension Label Linkbase Document.
   
#101.PRE
 XBRL Taxonomy Extension Presentation Linkbase Document.
   
#101.DEF
 XBRL Taxonomy Extension Definition Linkbase Document.
   
__________________
  
   
#           Filed herewith.  In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed “not filed” for purposes of section 18 of the Exchange Act, and otherwise are not subject to liability under that section.
 
19