a50561533.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: December 31, 2012
or
   
 
 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
 
 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
 
 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
     
Accelerated filer
   
Non-accelerated filer
     
Smaller reporting company
x
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
 
 
 
 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 February 12, 2013.
 
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.
 
 
 
 Yes
 
 No
 


 
 

 
 
Table Of Contents
 
   
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    19  
         
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Exh. 31.1
Certification
  21  
Exh. 31.2
Certification
  22  
Exh. 32.1
Certification
  23  
Exh. 32.2
Certification
  24  
 
 
1

 
 
PART I – FINANCIAL INFORMATION
 
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, 2012.
 
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 December 31, 2012, the results of its consolidated statements of comprehensive income for the three and six month periods ended December 31, 2012 and December 31, 2011 and for the cumulative period July 1, 2002 (inception of exploration activities) to December 31, 2012, and the changes in its consolidated cash flows for the six month period ended December 31, 2012 and December 31, 2011 and for the cumulative period July 1, 2002 (inception of exploration activities) to December 31, 2012  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.
 
UNLESS OTHERWISE INDICATED, ALL FINANCIAL INFORMATION PRESENTED IS IN CANADIAN DOLLARS.
 
 
2

 
 
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Balance Sheet
 
   
December 31,
2012
   
June 30,
2012
 
   
CDN$000’s
   
CDN$000’s
 
ASSETS
           
             
Current Assets:
           
Cash
    30       75  
Receivables
    27       102  
Prepaid expenses and deposits
    20       134  
                 
Total Current Assets
    77       311  
                 
Non Current Assets:
               
Cash held for site remediation
    -       109  
Property, plant and equipment
    -       726  
Receivables – affiliates
    1,790       479  
Investment in and receivable from unconsolidated entity
    1,747       -  
Mineral rights
    -       4,181  
                 
Total Non Current Assets
    3,537       5,495  
                 
Total Assets
    3,614       5,806  
                 
LIABILITIES
               
                 
Current Liabilities:
               
Accounts payable and accrued expenses
    103       425  
Convertible debenture
    -       121  
                 
Total Current Liabilities
    103       546  
                 
Total Liabilities
    103       546  
                 
Stockholders’ Equity:
               
Common Stock: $.0001 par value
               
400,000,000 shares authorized
               
56,807,408 and 56,807,408 issued
    5       5  
Additional paid-in-capital
   
52,171
      52,170  
Less treasury stock at cost, 125 shares
    (19 )     (19 )
Retained (deficit) during exploration stage
    (23,437 )     (27,878 )
Retained (deficit) prior to exploration stage
    (25,209 )     (25,209 )
                 
Golden River Resources Stockholders’ (Deficit)
    3,511       (931 )
Non Controlling Interests of discontinued operations
    -       6,191  
                 
Total Equity
    3,511       5,260  
                 
Total Liabilities and Equity
    3,614       5,806  
                 
 
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
Three and Six Months Ended December 31, 2012 and 2011 and for the cumulative period
July 1, 2002 (inception of exploration activities) to December 31, 2012
(Unaudited)
 
   
Three
Months
 Ended
December
 31, 2012
CDN$000’s
   
Three
Months
 Ended
December
 31, 2011
CDN$000’s
   
Six
 Months
 Ended
December
 31, 2012
CDN$000’s
   
Six
 Months
 Ended
December
 31, 2011
CDN$000’s
   
July 1, 2002
to
December
 31,2012
CDN$000’s
 
                               
Revenues
    $-       $-       $-       $-       $-  
                                         
Costs and expenses:
                                       
                                         
Stock based compensation
    -       -       -       -       2,760  
Exploration expenditure
    -       37       -       97       4,537  
Interest expense (income), net
    -       -       -       -       397  
Legal, accounting and professional
    28       25       50       49       2,036  
Administration expenses
    229       55       311       120       4,330  
                                         
Total costs and expenses
    257       117       361       266       14,060  
                                         
                                         
(Loss) from operations
    (257 )     (117 )     (361 )     (266 )     (14,060 )
                                         
Foreign currency exchange (loss)
    (12 )     (4 )     (15 )     (20 )     (458 )
Impairment of equity investment
    (335 )     -       (335 )     -       (335 )
Other income:
                                       
Interest income     – net, related entity
    -       -       -       -       5  
– Other
    17       -       17       -       28  
                                         
Profit/(loss) from continuing operations before income taxes
    (587 )     (121 )     (694 )     (286 )     (14,820 )
                                         
Benefit for deferred income taxes
    -       6,333       -       6,373       -  
                                         
Profit/(loss) from continuing operations before (losses) of unconsolidated entities
    (587 )     6,212       (694 )     6,087       (14,820 )
Equity in (losses) of unconsolidated entity
    (58 )     -       (58 )     -       (318 )
                                         
Net profit/(loss) from continuing operations
    (645 )     6,212       (752 )     6,087       (15,138 )
                                         
Discontinued Operations
                                       
Gain on disposal of discontinued operations
    5,542       -       5,542       -       5,542  
Equity in profits of unconsolidated entities
    -       -       -       -       234  
Net profit/(loss) from discontinued operations
    5       (33,974 )     (662 )     (1,417 )     (10,501 )
Impairment of mineral rights
    -       -       -       -       (35,583 )
Adjustment to fair value on stepped acquisition
    -       -       -       -       7,433  
Gain on bargain purchase
    -       -       -       -       10,305  
Net profit/(loss) attributable to non-controlling interests of discontinued operations
    (5 )     9,527       313       398       14,182  
                                         
Net profit/(loss) from discontinued operations
    5,542       (24,447 )     5,193       (1,019 )     (8,388 )
                                         
Net profit/(loss) attributable to Golden River Resources stockholders
    4,897       (18,235 )     4,441       5,068       (23,526 )
                                         
Other comprehensive income:
                                       
Foreign currency translation adjustments
    -       -       -       -       89  
                                         
Comprehensive income/ (loss) attributable to Golden River Resources stockholders
    4,897       (18,235 )     4,441       5,068       (23,437 )
                                         
Amounts attributable to Golden River Resources stockholders:
                                       
Basic and diluted net gain/(loss) per common equivalent share
                                       
Net gain/(loss) from continuing operations per share
    (0.01 )     0.11       (0.01 )     0.11       (0.97 )
Net gain/(loss) from discontinued operations per share
    0.10       (0.43 )     0.09       (0.02 )     (0.54 )
Basic and diluted net gain/(loss) per common equivalent shares
    0.09       (0.32 )     0.08       (0.09 )     (1.51 )
                                         
Weighted average number of common equivalent shares used per share calculation
    56,807       56,807       56,807       56,807       15,488  
 
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
Six Months Ended December 31, 2012 and 2011 and for the cumulative period
July 1, 2002 (inception of exploration activities) to December 31, 2012
(Unaudited)
 
   
Six Months
Ended
 December 31,
2012
 CDN$000’s
   
Six Months
Ended
 December 31,
2011
 CDN$000’s
   
July 1, 2002
to
December 31, 2012
CDN$000’s
 
CASH FLOW FROM OPERATING ACTIVITIES – CONTINUING OPERATIONS
                 
                   
                   
Net income/(loss)
    (752 )     (6,082 )     (15,138 )
                         
                         
Adjustments to reconcile net income/(loss) to net cash (used) in operating activities
                       
Foreign currency exchange loss
    15       20       458  
Stock based compensation
    -       -       2,721  
Benefit/(provision) for deferred income taxes
    -       (6,373 )     -  
Equity in losses of non-consolidated entities
    58       -       318  
Loss on equity investment
    335       -       335  
Accrued interest added to principal
    -       -       173  
Net change net of disposition and acquisition in:
                       
Receivables
    62       (12 )     (872 )
Staking deposit
    -       -       22  
Prepaid expenses and deposits
    19       (8 )     (20 )
Accounts payable and accrued expenses
    (256 )     5       (96 )
Net Cash (Used) in Operating Activities
    (519 )     (281 )     (12,099 )
                         
CASH FLOW FROM INVESTING ACTIVITIES
                       
                         
Acquisition of majority owned subsidiary, net of cash acquired
    -       (80 )     (11,555 )
Proceeds of disposal of subsidiary(net)
    1,996       -       3,614  
Purchase of plant and equipment
    -       -       (25 )
Net Cash Provided by/(Used) In Investing Activities
    1,996       (80 )     (7,966 )
                         
CASH FLOW FROM FINANCING ACTIVITIES
                       
                         
Borrowings from affiliates
    404       356       6,257  
Repayments to affiliates
    (1,874 )     -       (7,338 )
Proceeds from issuance of stock
    -       -       13,861  
Sale of warrants (net)
    -       -       4,749  
Re-purchase of warrants
    -       -       (579 )
Proceeds from loan payable
    -       -       3,261  
Net Cash Provided by/(Used) In Financing Activities
    (1,470 )     356       20,211  
                         
Discontinued Operations
                       
Net gain/(loss)
    5,193       (1,019 )     (8,388 )
Operating activities
    349       1,019       13,930  
Gain on disposal of subsidiary
    (5,542 )     -       (5,542 )
Net cash flows provided by discontinued operations
    -       -       -  
                         
Effects of Exchange Rate on Cash
    12       (2 )     (116 )
                         
Net Increase/(Decrease) in Cash
    19       (7 )     30  
Cash at Beginning of Period
    11       8       -  
Total Cash at End of Period
    30       1       30  
                         
Supplemental Disclosures
                       
Interest Paid
    -       -       340  
                         
NON CASH FINANCING ACTIVITY
                       
Debt repaid through issuance of shares
    -       -       5,771  
Stock options recorded as deferred compensation
    -       -       1,258  
Extinguishment of related party debt
    -       -       593  
Stock issued for acquisition of properties
    -       -       627  
 
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)
December 31, 2012
and for the cumulative period July 1, 2002
(inception of exploration activities) to December 31, 2012
(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    
CDN$000’s
   
CDN$000’s
   
CDN$000’s
   
CDN$000’s
   
CDN$000’s
   
CDN$000’s
   
CDN$000’s
   
CDN$000’s
 
                                                         
Balance June 30, 2002
    635       -       $(19 )     $24,061       -       $(25,209 )     -       -       $(1,167 )
Net (loss)
    -       -               -       $(639 )     -       -       -       (639 )
Balance June 30, 2003
    635       -       $(19 )     $24,061       $(639 )     $(25,209 )     -       -       $(1,806 )
Issuance of 175,398
shares and warrants in
lieu of debt repayment
    175       -       -       $2,331       -       -       -       -       $2,331  
Sale of 167,000 shares
and warrants
    167       -       -       $2,221       -       -       -       -       $2,221  
Issuance of 694,306
shares on cashless
exercise of options
    694       -       -       -       -       -       -       -       $0  
Net (loss)
    -       -       -       -       $(1,933 )     -       -       -       $(1,933 )
Balance June 30, 2004
    1,671       -       $(19 )     $28,613       $(2,572 )     $(25,209 )     -       -       $813  
Issuance of 140,000
options under 2004
stock option plan
    -       -       -       $1,646       -       -       $(1,646 )     -       $0  
Amortization of 140,000
options under 2004
stock option plan
    -       -       -       -       -       -       $1,095       -       $1,095  
Net (loss)
    -       -       -       -       $(3,173 )     -       -       -       $(3,173 )
Balance June 30, 2005
    1,671       -       $(19 )     $30,259       $(5,745 )     $(25,209 )     $(551 )     -       $(1,265 )
To eliminate deferred
compensation against
Additional Paid-In
Capital
    -       -       -       $(551 )     -       -       $551       -       $0  
Issuance of 1,000,000
shares and 2,000,000
options in lieu of debt
repayment
    1,000       -       -       $3,321       -       -       -       -       $3,321  
Capital gain on shares
and options issued in
lieu of debt repayment
    -       -       -       $(1,610 )     -       -       -       -       $(1,610 )
Sale of 2,000,000
normal warrants
    -       -       -       $827       -       -       -       -       $827  
Sale of 1,000,000
special warrants
    -       -       -       $887       -       -       -       -       $887  
Amortization of 140,000
options under 2004
stock option plan
    -       -       -       $532       -       -       -       -       $532  
Net (loss)
    -       -       -       -       $(1,219 )     -       -       -       $(1,219 )
Balance June 30, 2006
    2,671       -       $(19 )     $33,665       $(6,964 )     $(25,209 )     $-       -       $1,473  
 
 
6

 
 
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Stockholders’ Equity (Deficit)
December 31, 2012
and for the cumulative period July 1, 2002
(inception of exploration activities) to December 31, 2012
 (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    
CDN$000’s
   
CDN$000’s
   
CDN$000’s
   
CDN$000’s
   
CDN$000’s
   
CDN$000’s
   
CDN$000’s
   
CDN$000’s
 
                                                         
Costs associated with sale of
normal and special warrants
    -       -       -       $(3 )     -       -       -       -       $(3 )
Amortization of 140,000 options
under 2004 stock option plan
    -       -       -       $19       -       -       -       -       $19  
Amortization of 465,000 options
under 2006 stock option plan
    -       -       -       $510       -       -       -       -       $510  
Net (loss)
    -       -       -       -       $(1,917 )     -       -       -       $(1,917 )
Balance June 30, 2007
    2,671       $-       $(19 )     $34,191       $(8,881 )     $(25,209 )     $-       -       $82  
Amortization of 465,000 options
under 2006 stock option plan
    -       -       -       $333       -       -       -       -       $333  
Net (loss)
    -       -       -       -       $(1,046 )     -       -       -       $(1,046 )
Balance June 30, 2008
    2,671       $-       $(19 )     $34,524       $(9,927 )     $(25,209 )     $-       -       $(631 )
Amortization of 465,000 options
under 2006 stock option plan
    -       -       -       $173       -       -       -       -       $173  
Sale of 10,000,000 shares
    10,000       $1       -       $681       -       -       -       -       $682  
Forgiveness of advances from
affiliate
    -       -       -       $588       -       -       -       -       $588  
Net (loss)
    -       -       -       -       $(1,295 )     -       -       -       $(1,295 )
Balance June 30, 2009
    12,671       $1       $(19 )     $35,966       $(11,222 )     $(25,209 )     $-       -       $(483 )
Amortization of 465,000 options
under 2006 stock option plan
    -       -       -       $39       -       -       -               $39  
Sale of 9,960,351 shares
    9,960       $1       -       $10,763       -       -       -       -       $10,764  
Issuance of 300,000 shares
as part purchase price of mining
properties
    300       -       -       $627       -       -       -       -       $627  
Re-purchase of warrants
    -       -       -       $(579 )     -       -       -       -       $(579 )
Net (loss) from continuing
operations
    -       -       -       -       $(4,206 )     -       -       -       $(4,206 )
Net profit from discontinued
operations
    -       -       -       -       $14,489       -       -       -       $14,489  
Adjustment for  additional
investment in consolidated
subsidiary
    -       -       -       $1,994       -       -       -       $(1,994 )     -  
Fair value of non-controlling
interest
    -       -       -       -       -       -       -       $20,552       $20,552  
Net (loss) attributable to non-
controlling interests
    -       -       -       -       $1,404       -       -       $(1,404 )     -  
Balance June 30, 2010
    22,931       $2       $(19 )     $48,810       $465       $(25,209 )     $-       $17,154       $41,203  
 
 
7

 
 
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Stockholders’ Equity (Deficit)
December 31, 2012
and for the cumulative period July 1, 2002
(inception of exploration activities) to December 31, 2012
 (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    
CDN$000’s
   
CDN$000’s
   
CDN$000’s
   
CDN$000’s
   
CDN$000’s
   
CDN$000’s
   
CDN$000’s
   
CDN$000’s
 
                                                         
Issue of 33,875,000 shares
    33,876       $3       -       $3,094       -       -       -       -       $3,097  
Amortization of 800,000 options
under employee stock option
plan
    -       -       -       $162       -       -       -       -       $162  
Net (loss) from continuing
operations
    -       -       -       -       $(4,827 )     -       -       -       $(4,827 )
Net (loss) from discontinued
operations
    -       -       -       -       $(2,948 )     -       -       -       $(2,948 )
Adjustment for additional
investment in consolidated
subsidiary
    -       -       -       $1,512       -       -       -       $(1,512 )     $0  
Adjustment due to issue of
shares by subsidiary
    -       -       -       -       -       -       -       $10       $10  
Net (loss) attributable to non-
controlling interests
    -       -       -       -       $846       -       -       $(846 )     $0  
Balance June 30, 2011
    56,807       $5       $(19 )     $53,578       $(6,464 )     $(25,209 )     $-       $14,806       $36,697  
Amortization of 1,100,000 options
under employee stock
option plan
    -       -       -       $58       -       -       -       -       $58  
Net profit from continuing
operations
    -       -       -       -       $5,958       -       -       -       $5,958  
Net (loss) from discontinued
operations
    -       -       -       -       $(38,991 )     -       -       -       $(38,991 )
Adjustment for additional investment
in consolidated
subsidiary
    -       -       -       $168       -       -       -       $(248 )     $(80 )
Adjustment for sale of investment
in consolidated subsidiary
    -       -       -       $(1,634 )     -       -       -       $3,252       $1,618  
Net (loss) attributable to non-
controlling interests
    -       -       -       -       $11,619       -       -       $(11,619 )     $0  
Balance June 30, 2012
    56,807       $5       $(19 )     $52,170       $(27,878 )     $(25,209 )     $-       $6,191       $5,260  
Amortization of 1,100,000
options under employee stock
option plan
    -       -       -       $1       -       -       -       -       $1  
Net profit from continuing
operations
    -       -       -       -       $(752     -       -       -       $(752
Net (loss) from discontinued
operations
    -       -       -       -       $(4,880 )     -       -       -       $(4,880 )
Adjustment for deconsolidation of
subsidiary
    -       -       -       -       -       -       -       $(5,878 )     $(5,878 )
Net (loss) attributable to non-
controlling interests
    -       -       -       -       $313       -       -       $(313 )     $0  
Balance December 31, 2012
    56,807       $5       $(19 )     $52,171       $(23,437 )     $(25,209 )     $-       $-       $3,511  
 
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
December 31, 2012
 
(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 Corporation (“NCRC”) which owned 96.6% of Golden River Resources as of December 31, 2012.
 
Golden River Resources is a gold exploration company focusing its activities in Canada.  On March 17, 2009, the Company announced that it had reached agreement with Acadian Mining Corporation (TSX: ADA) ("Acadian") to subscribe in a private placement transactions for common shares in Acadian and since that time, it acquired an interest by June 30, 2011 of 71.48%.  In February 2012, it sold 19.9% of Acadian and since that time it has sold a further 29.80% interest and at December 31, 2012 it holds 22.20% of Acadian.  Golden River Resources has given notice under the Canadian early warning regime that it intends to sell a further interest in Acadian, and if it proceeds with that sale, it will hold a 7.25% interest in Acadian (Note 8).
 
The financial statements presented herein have been prepared on a consolidated basis to include the accounts of Golden River Resources and its subsidiary (collectively “the Company”). All intercompany balances and transactions have been eliminated in consolidation.  Certain prior year amounts have been reclassified to conform to current year presentation, including amounts related to discontinued operations.
 
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.
 
In November 2010, Acadian consolidated its outstanding common shares on a basis of one post-consolidation share for every ten pre-consolidation shares as approved by the shareholders of Acadian. Acadian’s common shares commenced trading on a consolidated basis on November 17, 2010. All comparative figures have been retroactively adjusted as if this share consolidation occurred on January 1, 2010.
 
The Company's consolidated financial statements are prepared using US GAAP 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 through fiscal 2013 is dependent upon future funding from capital raisings, or its ability to commence revenue producing operations and positive cash flows.
 
(2)
Recent Accounting Pronouncements
 
Management believes that there were no recently issued or not yet effective accounting pronouncements that if adopted, would have a material effect on the accompanying consolidated financial statements.
 
(3)
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 ten 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 six months ended December 31, 2012, AXIS repaid the Company CDN$404,000 and provided services in accordance with the service agreement of CDN$269,000 and the Company advanced AXIS CDN$792,000. The amount owed by AXIS at December 31, 2012 was CDN$598,000 and is reflected in non current assets – receivables from affiliates. During the six months ended December 31, 2012, the Company did not charge interest.
 
 
9

 
 
During the six months ended December 31, 2011, AXIS advanced the Company CDN$231,000 and provided services in accordance with the service agreement of CDN$127,000. The amount owed to AXIS at December 31, 2011 was CDN$413,000 and during the six months ended December 31, 2011, AXIS did not charge interest. The amount owing to AXIS has been repaid in the third quarter of 2012.
 
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 December 31, 2012, NCRC owned approximately 96.6% of the outstanding common stock of the Company. During the six months ended December 31, 2012 the Company advanced NCRC CDN$1,193,000 and is reflected in non current assets – receivables from affiliates. This loan is non interest bearing.
 
During the six months ended December 31, 2012, Golden River advanced Acadian CDN$140,000 in funds for operating expenditure and incurred expenditure on behalf of Acadian of CDN$2,000. This loan is non interest bearing and is due on or before June 6, 2014.  As of December 31, 2012 the amount remains unpaid  and is reflected in non current assets – investment in and receivable from unconsolidated entity(see note 7).
 
(4)
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 December 31, 2012, 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 December 31, 2012 are as follows:
 
   
Outstanding
   
Outstanding
   
Exercisable
   
Exercisable
 
Number of options
    80,000       405,000       80,000       405,000  
Exercise price
 
CDN$10.00
   
CDN$3.08
   
CDN$10.00
   
CDN$3.08
 
Expiration date
 
October 15, 2014
   
October 15, 2016
   
October 15, 2014
   
October 15, 2016
 
 
(5)
Profit /(Loss) per share
 
The Company calculates profit/(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.
 
(6)
Fair Value Of Financial Instruments
 
The Company’s financial instruments consist of cash, receivables, accounts payable, accrued expenses, note receivable and advances due from affiliates. The carrying amounts of receivables, accounts payable and accrued expenses, note 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 unconsolidated subsidiary approximate fair value (see note 7).
 
 
10

 
 
(7)
Investments In and Receivable From Acadian Mining Corporation (“Acadian”)
 
The Company‘s interest in Acadian at December 31, 2012 is 22.20%. At December 31, 2012 the carrying value of the investment was CDN$1,167,000. For the two months ended December 31, 2012, the Company recorded an equity loss in Acadian of CDN$58,000. At December 31, 2012, the investment in the unconsolidated entity is accounted for under the equity method.
 
The following table presents summary unaudited financial information for Acadian as of December 31, 2012 and for the six months then ended. Such summary financial information has been provided herein based upon the individual significance of this unconsolidated equity investment to the consolidated financial information of the Company:
 
   
December
2012
CDN$000s
 
Current assets
    688  
Non- current assets
    497  
Total assets
    1,185  
Current liabilities
    901  
Total liabilities
    901  
Total shareholders’ equity
    284  
Net (loss)
    (231 )
 
The excess carrying value of this equity investment to the Company’s share of underlying equity in the net assets of the investee at December 31, 2012 is CDN$1,104,000 and represents mineral rights which have indefinite lives. The CDN$1,167,000 carrying value of the Company’s 22.2% interest in Acadian approximates fair value of Acadian.
 
The Company’s investment in and receivables from Acadian at December 31, 2012 is composed of the following:
 
   
CDN$000s
 
Fair value of equity investment
    1,167  
Note receivable (note 9)
    438  
Advance receivable (note 3)
    142  
Investment in and receivable from unconsolidated entity
    1,747  
 
(8)
Deconsolidation
 
At December 31, 2011, the Company’s holding in Acadian was 71.96%. In February 2012, the Company sold 19.9% of Acadian.
 
In September 2012, after approaches from third parties, the Company’s board of directors authorised management to begin negotiations with interested parties to sell its remaining interest in Acadian. As at October 31, 2012 the Company had completed the sale of 10,783,145 common shares of Acadian that it owned for CND$1,401,809, representing approximately 19.9% of Acadian’s common shares. The common shares were sold to an unaffiliated third party, at a price of CND$0.13. As at December, 31 2012 the Company had sold a further 5,400,000 common shares of Acadian that it owned for CDN$594,000. The common shares were sold to an unaffiliated third party, at a price of CND$0.11.
 
As at October 31, 2012 upon the sale of approximately 19.90% of its investment in Acadian, the Company lost its controlling interest in Acadian. The sale resulted in a gain in the amount of CDN$5,542,000 which represents (i) the cash proceeds from the sale and the fair value of the retained interest and (ii) the net liabilities of Acadian at the date of consolidation. The gain is included in the Consolidated Statements of Comprehensive Income under gain on deconsolidation. The fair value of the remaining investment in Acadian was based on the recent sale of Acadian shares to unrelated parties by the Company.
 
Assets and liabilities at October 31, 2012, the date of deconsolidation and the comparative June 30, 2012 consist of the following:
 
   
October 31, 2012
CDN$
   
June 30, 2012
CDN$
 
Assets
           
Current assets
    974,706       173,720  
Cash held for remediation
    108,830       108,830  
Property, plant and equipment
    399,036       725,579  
Mineral rights
    3,264,729       4,180,958  
Total assets
    4,747,301       5,189,087  
                 
Liabilities
               
Current liabilities
    856,896       356,999  
Total liabilities related to assets
    856,896       356,999  
Non-controlling interests
    5,878,548       6,190,744  
Net book value of assets at deconsolidation
    (1,988,143 )     (1,358,656 )
 
 
11

 
 
The Company’s interest in Acadian at December 31, 2012 is 22.20%. On February 11, 2013, the Company gave notice under the Canadian early warning regime that it intends to sell a further interest in Acadian which would decrease the Company’s holding in Acadian to 7.25%. At December 31, 2012, the Company reviewed the carrying amount of its investment in Acadian, and as a result, recorded an impairment adjustment in the amount of CDN$335,000.
 
(9)           Note Receivable
 
During fiscal 2012, Golden River purchased $420,000 of debentures in its former consolidated subsidiary Acadian. The debentures are unsecured and convertible into common shares of the Acadian at the holder’s option at a price of $0.12 per common share, currently, at any time to June 6, 2014. Should the Company choose not to convert the debenture into common shares within the time then the debenture will be repayable in full at the end of that period. The debentures have an interest rate of 8% per annum accruing daily and compounded monthly in arrears.  Such interest will only become payable in the event that the Company does not elect to convert the debentures into common shares. The amount of interest payable to the Company as at December 31, 2012 is CDN$18,000. The total amount payable to the Company at December 31, 2012 is CDN$438,000 and is reflected in non current assets – investment in and receivable from unconsolidated subsidiary.
 
(10)
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 December 31, 2012 is summarized as follows:
 
   
USA
2012
CDN$000s
   
Canada
2012
CDN$000s
   
Total
2012
CDN$000s
 
                   
Deferred tax assets
                 
  Net operating loss carry-forward
    2,375       321       2,696  
  Exploration expenditure
    557       1,535       2,092  
      2,932       1,856       4,788  
  Less valuation allowance
    (2,932 )     (1,856 )     (4,788 )
      -       -       -  
 
The Company’s net deferred taxes at June 30, 2012 is summarized as follows:
 
   
USA
2012
CDN$000s
   
Canada
2012
CDN$000s
   
Total
2012
CDN$000s
 
                   
Deferred tax assets
                 
  Net operating loss carry-forward
    1,290       697       1,987  
  Exploration expenditure
    547       1,535       2,082  
      1,837       2,232       4,069  
  Less valuation allowance
    (1,837 )     (2,232 )     (4,069 )
      -       -       -  
 
Total available net operating loss carryforwards in the United States, which are subject to limitations, amount to approximately CDN$6,786,000 at December 31, 2012 and expire in years 2023 through 2030. Net operating loss carryforwards in Canada do not have a definite expiration date and amounted to CDN$5,353,000.
 
 
12

 
 
(11)
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.
 
 
13

 
 
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 Canadian dollars unless otherwise stated.
 
The following table shows the average rate of exchange of the Canadian dollar as compared to the US dollar and Australian dollar during the periods indicated:
 
6 months ended December 31, 2011                                                                           CDN$1.00 = US$.98044
6 months ended December 31, 2012                                                                           CDN$1.00 = US$1.0033
6 months ended December 31, 2011                                                                           CDN$1.00 = A$0.96344
6 months ended December 31, 2012                                                                           CDN$1.00 = A$0.9673
 
The Company’s financial statements are prepared in Canadian dollars (CDN$). A number of the costs and expenses of the Company are incurred in US and Australian dollars and the conversion of these costs to CDN$ means that the comparison of the three months ended December 31, 2012 to the three months ended December 31, 2011 does not always present a true comparison.
 
GENERAL
 
Golden River Resources is a gold exploration company focusing its activities in Canada.  On March 17, 2009, the Company announced that it had reached agreement with Acadian Mining Corporation ("Acadian") to subscribe in a private placement transactions for common shares in Acadian and since that time, it acquired an interest by June 30, 2011 of 71.48%.  In February 2012, it sold 19.9% of Acadian and at June 30, 2012 it held 52.06% of Acadian.  During the December 2012 quarter, Golden River sold 10,783,145 shares in Acadian at a price of CDN$0.13 for CDN$1,401,809 and 5,400,000 shares at a price of CDN$0.11 for CDN$594,000. As at December 31, 2012 Golden River holds 22.20% interest in Acadian. On February 11, 2013 the Company gave notice under the Canadian early warning regime that it intends to sell a further interest in Acadian and if it proceeds with that sale, it will hold 7.25% interest 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 at October 31, 2012, Golden River de-consolidated the operations of Acadian and, the results of operations of Acadian for November 2012 and December 2012 are accounted using the equity method.  See footnote 8 to the consolidated financial statements for further information.  As a result, 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.
 
RESULTS OF OPERATIONS
 
Three Months Ended December 31, 2012 vs. Three Months Ended December 31, 2011.
 
Costs and expenses increased from CDN$117,000 in the three months ended December 31, 2011 to CDN$257,000 in the three months ended December 31, 2012.
 
The increase in costs and expenses is a net result of:
 
 
a)
a decrease in the exploration expenditure expenses from CDN$37,000 for the three months ended December 31, 2011 to CDN$nil for the three months ended December 31, 2012. The costs for the three months ended December 31, 2011 related to consultants providing exploration reviews and advice on the Slave and Committee Bay properties as no field work was undertaken. During fiscal 2012, the Company relinquished the Committee Bay and Slave properties in Canada as it believed the cost of holding and exploring the claims is excessive given the Company’s financial position.
 
 
b)
an increase in legal, accounting and professional expense from CDN$25,000 for the three months ended December 31, 2011 to CDN$28,000 for the three months ended December 31, 2012. The expenses for the three months ended December 31, 2012 consisted of costs associated with the Company’s SEC compliance obligations.
 
 
c)
an increase in administrative costs including salaries from CDN$55,000 in the three months ended December 31, 2011 to CDN$229,000 in the three months ended December 31, 2012. The increase relates to the increase in head office salaries, increase in corporate travel relating to negotiations for the sale of the Acadian interest and increase in office and statutory filing costs.
 
As a result of the foregoing, the loss from operations increased from CDN$117,000 for the three months ended December 31, 2011 to CDN$257,000 for the three months ended December 31, 2012.
 
 
14

 
 
As a result of the foregoing, the loss from operations increased from CDN$117,000 for the three months ended December 31, 2011 to CDN$257,000 for the three months ended December 31, 2012.
 
The Company recorded a foreign currency exchange loss of CDN$12,000 for the three months ended December 31, 2012 and CDN$4,000 for the three months ended December 31, 2011, primarily due to revaluation of advances from affiliates which are denominated in Australian dollars.
 
In November 2012, the Company sold a further 5,400,000 shares in Acadian at price of CDN$0.11 for CDN$594,000, reviewed the carrying amount of is investment in Acadian and recorded a loss on equity investment of CDN$335,000 for the three months ended December 31, 2012.
 
The loss from continuing operations before income taxes for the three months ended December 31, 2012 was CDN$587,000 compared to a loss of CDN$121,000 for the three months ended December 31, 2011.
 
The Company recorded a benefit for deferred income tax of CDN$6,333,000 for the three months ended December 31, 2011, as a result of the acquisition of further shares in Acadian and an update of net operating loss carry-forward in Canada.  There were no transactions that gave rise to a benefit for the three months ended December 31, 2012.
 
The Company recorded a loss from equity in unconsolidated entity of CDN$58,000 for the three months ended December 31, 2012 compared to CDN$nil for the three months ended December 31, 2011.
 
The Company recorded a gain on disposal of discontinued operations of CDN$5,542,000 (refer Note 8) for the three months ended December 31, 2012; and a net loss from discontinued operations of CDN$33,974,000 for the three months ended December 31, 2011 which was offset by the share of net profit/loss attributable to non-controlling interests of discontinued operations of CDN$9,527,000.
 
The net profit attributable to Golden River Resources stockholders amounted to CDN$4,897,000 for the three months ended December 31, 2012 compared to a net loss of CDN$18,235,000 for the three months ended December 31, 2011.
 
Six Months Ended December 31, 2012 vs. Six Months Ended December 31, 2011.
 
Costs and expenses increased from CDN$266,000 in the six months ended December 31, 2011 to CDN$361,000 in the six months ended December 31, 2012.
 
The increase in costs and expenses is a net result of:
 
 
a)
a decrease in the exploration expenditure expenses from CDN$97,000 for the six months ended December 31, 2011 to CDN$nil for the six months ended December 31, 2012. The costs for the six months ended December 31, 2011 related to consultants providing exploration reviews and advice on the Slave and Committee Bay properties as no field work was undertaken.  During fiscal 2012, the Company relinquished the Committee Bay and Slave properties in Canada as it believed the cost of holding and exploring the claims is excessive given the Company’s financial position.
 
 
b)
an increase in legal, accounting and professional expense from CDN$49,000 for the six months ended December 31, 2011 to CDN$50,000 for the six months ended December 31, 2012. The expenses for the six months ended December 31, 2012 consisted of costs associated with the Company’s SEC compliance obligations
 
 
c)
an increase in administrative costs including salaries from CDN$120,000 in the six months ended December 31, 2011 to CDN$311,000 in the six months ended December 31, 2012. The increase relates to the increase in head office salaries, increase in corporate travel relating to negotiations for the sale of the Acadian interest and increase in office and statutory filing costs.
 
As a result of the foregoing, the loss from operations increased from CDN$266,000 for the six months ended December 31, 2011 to CDN$361,000 for the six months ended December 31, 2012.
 
 
15

 
 
In November 2012, the Company sold a further 5,400,000 shares in Acadian at price of CDN$0.11 for CDN$594,000, reviewed the carrying amount of is investment in Acadian and recorded a loss on equity investment of CDN$335,000 for the six months ended December 31, 2012.
 
The loss from continuing operations before income taxes for the six months ended December 31, 2012 was CDN$694,000 compared to a loss of CDN$286,000 for the six months ended December 31, 2011.
 
The Company recorded a benefit for deferred income tax of CDN$6,373,000 for the six months ended December 31, 2011, as a result of the acquisition of further shares in Acadian and an update of net operating loss carry-forward in Canada.  There were no transactions that gave rise to a benefit for the six months ended December 31, 2012.
 
The Company recorded a loss from equity in unconsolidated entity of CDN$58,000 for the six months ended December 31, 2012 compared to CDN$nil for the six months ended December 31, 2011.
 
The Company recorded a gain on disposal of discontinued operations of CDN$5,542,000 (refer Note 8) for the six months ended December 31, 2012; and a net loss from discontinued operations of CDN$662,000 for the six months ended December 31, 2012 (2011: loss CDN$1,417,000) which was offset by the share of net loss attributable to non-controlling interests of discontinued operations of CDN$313,000(2011: loss CDN$398,000).
 
The net profit attributable to Golden River Resources stockholders amounted to CDN$4,441,000 for the six months ended December 31, 2012 compared to CDN$5,068,000 for the six months ended December 31, 2011.
 
Liquidity and Capital Resources
 
For the six months ended December 31, 2012, net cash used by operating activities was CDN$519,000  primarily consisting of the net profit of CDN$752,000; offset by non-cash items being  loss on equity investment of CDN$335,000 and a decrease in accounts payable and accrued expenses of CDN$256,000. Net cash provided by investing activities was CDN$1,996,000 being the proceeds from the disposal of 16,183,145 shares in Acadian and net cash used in financing activities of CDN$1,470,000 being net repayment of borrowings to affiliates. The net cash flows provided bt discontinued operations were CDN$nil comprising  of a net gain on discontinued operations of CDN$5,193,000, on operating activities of CDN$349,000 offset by a gain on disposal of subsidiary of CDN$5,542,000.
 
As at December 31, 2012, the Company had short-term obligations of CDN$103,000 being accounts payable and accrued expenses.
 
We have CDN$30,000 in cash at December 31, 2012.
 
On February 11, 2013 the Company gave notice under the Canadian early warning regime that it intends to sell a further interest in Acadian and if it proceeds with that sale, it will hold 7.25% interest in Acadian.
 
Our budget for general and administration costs for fiscal 2013 is CDN$500,000. We are searching for new business opportunities and are not planning any exploration related activities in the short term.
 
The Company has his 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.
 
Quantitative and Qualitative Disclosures About Market Risk.
 
The Company reports in CDN$ and holds cash in Australian dollars. At December 31, 2012, this amounted to CDN$30,000. A change in the exchange rate between the A$ and the CDN$ 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 CDN$ exchange rate will have a CDN$300 effect on the consolidated balance sheet and statement of operations.
 
 
16

 
 
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 2013 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 December 31, 2012, that our disclosure controls and procedures were effective in achieving that level of reasonable assurance.
 
 
17

 
 
 
Legal Proceedings.
 
Not Applicable
 
Risk Factors.
 
Not Applicable for Smaller Reporting Company
 
Unregistered Sales of Equity Securities and Use of Proceeds.
 
Not Applicable
 
Defaults Upon Senior Securities.
 
Not Applicable
 
Mine Safety Disclosures
 
Not Applicable
 
Item 5.
Other Information.
 
Not Applicable
 
Exhibits.
 
(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 December 31, 2012 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.
 
 
18

 
 
(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: February 12, 2013
 
 
 
19

 
 
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 December 31, 2012 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.
 
 
20