UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 2O549
FORM 10-QSB
(Mark one)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2006 or
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR l5 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number 0-16097
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GOLDEN RIVER RESOURCES CORPORATION
(formerly BAY RESOURCES LTD)
(Exact name of Registrant as specified in its charter)
Delaware 98-0079697
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Level 8, 580 St. Kilda Road, Melbourne, Victoria, 3004 Australia
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 0ll (613) 8532 2860
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Indicate by check mark whether the Registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 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.
Yes X No
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Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes No X
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. There were 26,711,630
outstanding shares of Common Stock as of November 10, 2006. ( Does not include
10,000,000 shares of common stock that are issuable upon exercise of Special
Warrants, without the payment of any additional consideration.)
Transitional Small Business Disclosure Format (Check one) Yes No x
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Table Of Contents
PAGE NO
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements 2
Item 2 Management's Discussion and Analysis or Plan of Operations 11
Item 3 Controls and Procedures 13
PART II OTHER INFORMATION
Item 1 Legal Proceedings 14
Item 2 Changes In Securities and Use of Proceeds 14
Item 3 Defaults Upon Senior Securities 14
Item 4 Submission of Matters to a Vote of Security Holders 14
Item 5 Other Information 14
Item 6 Exhibits 14
SIGNATURES 15
EXHIBIT INDEX 16
Exh. 31.1 Certification 17
Exh. 31.2 Certification 19
Exh. 32.1 Certification 21
Exh. 32.2 Certification 22
1
Item 1. FINANCIAL STATEMENTS
Introduction to Interim Financial Statements.
The interim 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 financial statements prepared in accordance with generally
accepted accounting principles 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
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report on Form 10-KSB for the
year ended June 30, 2006.
In the opinion of management, all adjustments, consisting of normal recurring
adjustments and consolidating entries, necessary to present fairly the financial
position of the Company and subsidiaries as of September 30, 2006, the results
of its operations for the three month period ended September 30, 2006 and
September 30, 2005, and the changes in its cash flows for the three month period
ended September 30, 2006 and September 30, 2005, have been included. The results
of operations for the interim periods are not necessarily indicative of the
results for the full year.
The preparation of financial statements in conformity with generally accepted
accounting principles 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 AUSTRALIAN
DOLLARS.
2
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Balance Sheet
September 30, 2006
(Unaudited)
A$000's
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ASSETS
Current Assets
Cash 1,047
Receivables 239
Prepayments and Deposits 53
-----------------
Total Current Assets 1,339
-----------------
Non Current Assets
Property and Equipment, net 7
-----------------
Total Non Current Assets 7
-----------------
Total Assets 1,346
=================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable and Accrued Expenses 315
-----------------
Total Current Liabilities 315
-----------------
Total Liabilities 315
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Stockholders' Equity:
Common Stock: $.0001 par value
100,000,000 shares authorized,
26,714,130 issued 3
Less Treasury Stock at Cost, 2,500 shares (20)
Additional Paid-in-Capital 34,335
Other Comprehensive Loss (9)
Retained Deficit during exploration stage (6,876)
Retained Deficit prior to exploration stage (26,402)
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Total Stockholders' Equity 1,031
-----------------
Total Liabilities and Stockholders' Equity 1,346
=================
See Notes to Consolidated Financial Statements
3
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Operations
Three Months Ended September 30, 2006 and 2005 and for the cumulative period
July 1, 2002 (inception of exploration activities) to September 30, 2006
(Unaudited)
Three Three July 1,
Months Months 2002
Ended Ended to
September September September
30, 2006 30, 2005 30, 2006
A$000's A$000's A$000's
Revenues: $- $- $-
---------------------------------
Costs and Expenses:
Stock Based Compensation 7 78 575
Exploration Expenditure 374 38 3,036
Loss on Disposal of Equipment - - 1
Interest Expense, net (5) 26 407
Legal, Accounting and Professional 23 15 510
Administrative 129 151 2,318
---------------------------------
528 308 6,847
---------------------------------
(Loss) from Operations (528) (308) (6,847)
Foreign Currency Exchange Gain (Loss) (16) (7) (29)
---------------------------------
(Loss) before Income Tax (544) (315) (6,876)
Provision for Income Tax - - -
---------------------------------
Net (Loss) (544) (315) (6,876)
---------------------------------
Basic net (Loss) Per Common Equivalent Shares $(0.03) $(0.02) $(0.51)
---------------------------------
Weighted Number of Common
Equivalent Shares Outstanding (000's) 16,714 16,714 13,498
---------------------------------
See Notes to Consolidated Financial Statements
4
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
Three Months Ended September 30, 2006 and 2005 and for the cumulative period
July 1, 2002 (inception of exploration activities) to September 30, 2006
(Unaudited)
July 1, 2002
2006 2005 to September
A$000's A$000's 30, 2006
A$000's
------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) (544) (315) (6,876)
Adjustments to reconcile net (loss) to net
cash used in Operating Activities
Foreign Currency Exchange Loss/(Gain) 16 7 17
Depreciation of Plant and Equipment 2 2 20
Stock based compensation 7 78 575
Accrued interest added to principal - 26 184
Net Change in:
Receivables (206) (2) (239)
Staking Deposit - - 23
Prepayments and Deposits - - (54)
Accounts Payable and Accrued Expenses (236) 31 (156)
Short Term Advance - Affiliates (1) - (36)
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Net Cash (Used) in Operating Activities (962) (173) (6,542)
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CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Plant and Equipment - - (27)
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Net Cash (Used) in Investing Activities - - (27)
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CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Net Borrowings from Affiliates 178 1,031
Sale of Warrants (net of offering costs) (7) - 4,311
Proceeds from Loan Payable - - 2,273
------------------------------------
Net Cash Provided by Financing Activities (7) 178 7,615
------------------------------------
Net Increase (decrease) in Cash (969) 5 1,046
Cash at Beginning of Period 2,016 2 1
------------------------------------
Cash at End of Period 1,047 7 1,047
------------------------------------
Supplemental Disclosures
Interest Paid - - 359
NON CASH FINANCING ACTIVITY
Debt repaid through issuance of shares - - 4,273
Stock Options recorded as Deferred
Compensation - - 575
See Notes to Consolidated Financial Statements
5
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)
September 30, 2006
and for the cumulative period July 1, 2002
(inception of exploration activities) to September 30, 2006
(Unaudited)
Retained Retained
Earnings Earnings
(Deficit) (Deficit) Other
Common Treasury Additional (during the (prior to Deferred Compre-
Stock Stock, at Paid-in Exploration Exploration Compen- hensive
Shares Amount Cost Capital stage) stage) sation Loss Total
--------------------------------------------------------------------------------------------------
000's A$000's A$000's A$000's A$000's A$000's A$000's A$000's A$000's
Balance June 30, 2002 6,347 $1 $(20) $25,175 - $(26,402) - - $(1,246)
Net loss - - - - $(681) - - - (681)
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Balance June 30, 2003 6,347 $1 $(20) $25,175 $(681) $(26,402) - - $(1,927)
Issuance of 1,753,984
shares and warrants
in lieu of debt
repayment 1,754 - - $2,273 - - - - $2,273
Sale of 1,670,000
shares and warrants 1,670 - - $2,253 - - - - $2,253
Issuance of 6,943,057
shares on cashless
exercise of options 6,943 $1 - $(1) - - - - -
Net unrealized loss
on foreign exchange - - - - - - - $(9) $(9)
Net (loss) - - - - $(1,723) - - - $(1,723)
--------------------------------------------------------------------------------------------------
Balance June 30, 2004 16,714 $2 $(20) $29,700 $(2,404) $(26,402) - $(9) $867
Issuance of 1,400,000
options under 2004
stock option plan - - - $575 - - $(575) - -
Amortization of
1,400,000 options
under 2004 stock
option plan - - - - - - $377 - $377
Net unrealized gain
on foreign exchange - - - - - - - $6 $6
Net/(loss) - - - - $(2,600) - - - $(2,600)
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Balance June 30, 2005 16,714 $2 $(20) $30,275 $(5,004) $(26,402) $(198) $(3) $(1,350)
To eliminate deferred
compensation against
Paid-In Capital - - - $(198) - - $198 - -
Issuance of
10,000,000 shares
and 20,000,000
options in lieu of
debt repayment 10,000 $1 - $1,999 - - - - $2,000
Sale of 20,000,000
normal warrants - - - $997 - - - $997
Sale of 10,000,000
special warrants - - - $1,069 - - - - $1,069
See Notes to Consolidated Financial Statements
6
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)
September, 2006
and for the cumulative period July 1, 2002
(inception of exploration activities) to September 30, 2006
(Unaudited) Continued
Retained Retained
Earnings Earnings
(Deficit) (Deficit) Other
Common Treasury Additional (during the (prior to Deferred Compre-
Stock Stock, at Paid-in Exploration Exploration Compen- hensive
Shares Amount Cost Capital stage) stage) sation Loss Total
--------------------------------------------------------------------------------------------------
000's A$000's A$000's A$000's A$000's A$000's A$000's A$000's A$000's
Amortization of
1,400,000 options
under 2004 stock
option plan - - - $(191) - - - $377
Net (loss) - - - - $(1,328) - - - $(1,328)
--------------------------------------------------------------------------------------------------
Balance June 30, 2006 26,714 $3 $(20) $34,333 $(6,332) $(26,402) $- $(11) $1,571
Costs associated with
sale of normal and
special warrants - - - $(5) - - - - $(5)
Amortization of
1,400,000 options
under 2004 stock -
option plan - - - $7 - - - - $7
Net unrealized loss
on foreign exchange - - - - - - - $2 $2
Net (loss) - - - - $(544) - - - $(544)
--------------------------------------------------------------------------------------------------
Balance September 30,
2006 26,714 $3 $(20) $34,335 $(6,876) $(26,402) $- $(9) $1,031
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See Notes to Consolidated Financial Statements
7
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
September 30, 2006
(1) Organisation
Golden River Resources Corporation ("Golden River Resources"), formerly Bay
Resources Ltd, is incorporated in the State of Delaware. The principal
shareholders of Golden River Resources are companies associated with Mr JI
Gutnick and Mrs S Gutnick. These companies owned 77.48% of Golden River
Resources as of September 30, 2006. During fiscal 1998, Golden River Resources
incorporated a further subsidiary, Baynex.com Pty Ltd (formerly Bayou Australia
Pty Ltd), under the laws of Australia. Baynex.com Pty Ltd has not traded since
incorporation. On August 21, 2000, Golden River Resources incorporated a new
wholly owned subsidiary, Bay Resources (Asia) Pty Ltd (formerly Bayou
International Pty Ltd), a corporation incorporated under the laws of Australia.
In June 2002, the Company incorporated a new wholly owned subsidiary, Golden
Bull Resources Corporation (formerly 4075251 Canada Inc), a corporation
incorporated under the laws of Canada. Golden Bull Resources Corporation is
undertaking exploration activities for gold in Canada. On March 8, 2006,
shareholders approved the change of the Company's name to Golden River
Resources.
(2) Short-Term Advance Affiliate
During the three months ending September 30, 2006 the Company repaid A$1,329
owing to Joseph Gutnick, President of Golden River Resources.
(3) Affiliate Transactions
Golden River Resources advances to and receives advances from various
affiliates. All advances between consolidated affiliates are eliminated on
consolidation.
Included in receivables at September 30, 2006 was A$176,062 due by AXIS, an
affiliated management company. At September 30, 2005 the Company owed AXIS
A$405,705. During the three months ending September 30, 2006 and 2005 AXIS
advanced Golden River Resources A$125,936 and A$103,885, respectively including
services in accordance with the service agreement of A$95,936 and A$88,885
respectively and advanced/reimbursed AXIS A$319,000 and A$2,850 respectively for
outstanding amounts, including carried forward outstanding amounts and a short
term advance to assist with the payment of anticipated future costs incurred on
the behalf of the Company. During the three months ending September 30, 2005
AXIS charged interest of A$7,906 at an interest rate of 9.35%. During the three
months ending September 30, 2006 the Company charged AXIS interest of A$3,463 at
an interest rate between 9.35% to 9.80%.These entities are affiliated through
common management and ownership.
Wilzed Pty Ltd, a company associated with the President of the Company, Joseph
Gutnick, provided loan funds to enable the Company to meet its liabilities and
has paid certain expenses on behalf of the Company. During the three months
ending September 30, 2005, Wilzed loaned the Company A$77,433 and charged
interest of A$16,834. The interest rate charged by Wilzed for the three months
was 9.35%. At September 30, 2005, the Company owed Wilzed A$769,742. At
September 30, 2006, there were no amount owing to Wilzed as they had been repaid
in full during the three months ended June 30, 2006.
Interest expense incurred on loans and advances due to affiliated entities
approximated A$25,950 in the three months ended September 30, 2005 and $nil in
the three months ended September 30, 2006.
8
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
September 30, 2006
(4) Going Concern
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplates
continuation of Golden River Resources as a going concern. Golden River
Resources is in the exploration stage, has sustained recurring losses and has a
net working capital deficiency which raises substantial doubts as to its ability
to continue as a going concern. However, Golden River Resources anticipates that
it will be able to defer repayment of obligations until it has sufficient
liquidity to enable these loans to be repaid or other arrangements to be put in
place. In addition Golden River Resources has historically relied on loans and
advances from corporations affiliated with the President of Golden River
Resources. Based on discussions with these affiliate companies, Golden River
Resources believes this source of funding will continue to be available. Other
than the arrangements noted above, Golden River Resources has not confirmed any
other arrangement for ongoing funding. As a result Golden River Resources may be
required to raise funds by additional debt or equity offerings in order to meet
its cash flow requirements during the forthcoming year.
The accumulated deficit of the Company from inception through September 30, 2006
amounted to A$33,278,000 of which A$6,876,000 has been accumulated from July
2002, the date the Company entered the Exploration Stage, through September 30,
2006.
(5) Income Taxes
Golden River Resources files its income tax returns on an accrual basis. Golden
River Resources should have carry-forward losses of approximately US$22.6
million as of June 30, 2006 which will expire in the years 2007 through 2025.
Golden River Resources will need to file tax returns for those years having
losses on which returns have not been filed to establish the tax benefits of the
net operating loss carry forwards. Due to the uncertainty of the availability
and future utilization of those operating loss carry-forwards, management has
provided a full valuation against the related tax benefit. The valuation
allowance did not change being US$7.5 million at June 30, 2005 and US$7.5
million at June 30, 2006 .
(6) 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 and agreed to issue 1,400,000 options and up
to a further 500,000 options to acquire shares of common stock in the Company,
at an exercise price of US$1.00 per option, subject to shareholder approval
which was subsequently received on January 27, 2005. Of the total 1,400,000
options issued, 350,000 vested immediately following shareholder approval,
50,000 vested on September 30, 2005, 333,331 vested on July 27, 2005, 333,334
vested on January 27, 2006 and 333,335 vested on July 27, 2006. If the
additional 500,000 options were not granted as the proposed recipient had
resigned. The exercise price of US$1.00 was derived from the issue price of
common stock from the placement of shares on September 30, 2004 and is
considered by the Company's Directors to be the fair value of the common stock.
The options expire on October 15, 2014.
9
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
September 30, 2006
(6) Issue of Options under Stock Option Plan (Cont'd)
The Company has accounted for all options issued in 2004 based upon their fair
market value using the Black Scholes pricing model. There were no options issued
by the Company in the fiscal year ended June 30, 2006 or the three months ended
September 30, 2006.
The Company has calculated the fair value of the 1,400,000 options using the
Black Scholes valuation method using a share price of US$1.00, strike price of
US$1.00, maturity period of 5 years 7 1/2 months, risk free interest rate of
5.15% and volatility of 20%. This equates to a value of US$0.3185 per option.
The total value of the options equates to A$575,100 (US$445,900) and is being
amortized over the vesting period. For the three months ended September 30,
2006, the amortization amounted to A$6,771.
On January 1, 2006, the Company adopted revised SFAS No.123, Share-Based
payment, which addresses the accounting for share-based payment transactions in
which a company receives employee services in exchange for (a) equity
instruments of that company or (b) liabilities that are based on the fair value
of the company's equity instruments or that may be settled by the issuance of
such equity instruments. Because the Company had previously adopted the fair
value recognition provisions of SFAS No. 123, the revised standard did not have
a material impact on its financial statements.
Consistent with the provisions of APB No.25, the Company recorded the fair value
of stock option grants in stockholders equity and an offsetting deferred
compensation amount within stockholders equity for the unearned stock
compensation cost. Under SFAS No.123R an equity instrument is not considered to
be issued until the instrument vests. Accordingly, as provided in SFAS No.123R,
the Company has reversed the unamortized restricted stock compensation included
in stockholders equity for the unvested portions of stock option grants awarded
prior to the effective date of SFAS No.123R.
During the three months ended September 30, 2005, 50,000 options lapsed when Mr
P. Ehrlich resigned as a Director and during the three months ended September
30, 2006 250,000 options lapsed when Mr P. Althaus resigned as Chief Operating
Officer.
A summary of the options outstanding and exercisable at September 30, 2006 are
as follows:
Outstanding Exercisable
Number of options 1,100,000 1,100,000
Exercise price US$1.00 US$1.00
Expiration date October 15, 2014 October 15, 2014
(7) Subsequent Event
On October 19, 2006, the Directors of the Company agreed to offer a further
4,650,000 options under the Stock Option Plan. The options have no issue price,
an exercise price of US$0.3084, and a latest exercise date of October 19, 2016.
The options vest 1/3 on October 19, 2007, 1/3 on October 19, 2008 and 1/3 on
October 19, 2009. The Company is currently obtaining an external valuation on
the options for the purpose of determining the amortization of the options.
10
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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 Australian dollars unless otherwise stated.
The following table shows the average rate of exchange of the Australian dollar
as compared to the US dollar and Canadian dollar during the periods indicated:
3 months ended September 30, 2005 A$1.00 = US$.7603
3 months ended September 30, 2006 A$1.00 = US$.7571
3 months ended September 30, 2005 A$1.00 = CDN$.8905
3 months ended September 30, 2006 A$1.00 = CDN$.8321
RESULTS OF OPERATION
Three Months Ended September 30, 2006 vs. Three Months Ended September 30, 2005.
Revenue increased from A$nil in the three months ended September 30, 2005 to
A$5,344 in the three months ended September 30, 2006. The increase in revenue is
a result of interest earned on monies owed to the Company by AXIS A$3,463 and
from the monies held in bank accounts $A1,881.
Costs and expenses increased from A$308,000 in the three months ended September
30, 2005 to A$533,000 in the three months ended September 30, 2006. The
Company's financial statements are prepared in Australian dollars (A$). A number
of the costs and expenses of the Company are incurred in US$ and CDN$ and the
conversion of these costs to A$ means that the comparison of the three months
ended September 30, 2006 to the three months ended September 30, 2005 does not
always present a true comparison.
The increase in expenses is a net result of:
a) a decrease in interest expense (net) from A$26,000 for the three
months ended September 30, 2005 to A$nil for the three months ended
September 30, 2006. For the three months ended September 30, 2006, the
Company had no interest bearing liabilities as they had been repaid in
full. AXIS provides management and geological services to the Company
pursuant to a Service Deed dated November 25, 1988. AXIS charged
A$7,906 in interest on outstanding amounts at a rate of 9.35% for the
three months to September 30, 2005 and Wilzed charged A$16,834 in
interest.
b) an increase in legal, accounting and professional expense from
A$15,000 for the three months ended September 30, 2005 to A$23,000 for
the three months ended September 30, 2006 primarily as a result of
additional work in reviewing the Form SB-2 for which there was no
comparable amount in the three months ended September 30, 2005 .
c) a decrease in administrative costs including salaries from A$151,000
in the three months ended September 30, 2005 to A$129,000 in the three
months ended September 30, 2006, primarily as a result of reduced
administrative salaries and costs following the resignation of the
Chief Operating Officer.
d) an increase in the exploration expenditure expense from A$38,000 for
the three months ended September 30, 2005 to A$374,000 for the three
months ended September 30, 2006 primarily as a result of increased
exploration activity. The cost for the three months ended September
30, 2006 represents the field and sampling program undertaken at the
Company's exploration properties within the Slave Craton in Nunavat,
Canada. No field exploration was undertaken during the 2005 field
season due to the high level of field exploration in the 2004 field
season and limited funding.
11
e) a decrease in stock based compensation from A$78,000 for the three
months ended September 30, 2005 to A$7,000 for the three months ended
September 30, 2006. Following shareholder approval on January 27, 2005
the Company issued 1,400,000 options pursuant to the 2004 Stock Option
Plan. Of the total 1,400,000 options issued, 350,000 vested
immediately following shareholder approval, 50,000 vested on September
30, 2005, 333,331 vested on July 27, 2005, 333,334 vested on January
27, 2006 and the balance of 333,335 vested on July 27, 2006. The
exercise price of US$1.00 was derived from the issue price of common
stock from the placement of shares on March 31, 2004 and is considered
by the Company's Directors to be the fair value of the common stock.
The Company has calculated the fair value of the 1,400,000 options
issued in January 2005 using the Black Scholes valuation method using
a share price of US$1.00, strike price of US$1.00, maturity period of
5 years 7 1/2 months, risk free interest rate of 5.15% and volatility
of 20%. This equates to a value of US$0.3185 per option or a total of
A$575,100. Of this amount, A$6,771 has been amortized and charged to
operations in the September 2006 quarter.
As a result of the foregoing, the loss from operations increased from A$308,000
for the three months ended September 30, 2005 to A$528,000 for the three months
ended September 30, 2006.
The net loss was A$544,000 for the three months ended September 30, 2006
compared to a net loss of A$315,000 for the three months ended September 30,
2005.
Liquidity and Capital Resources
For the three months ended September 30, 2006, net cash used in
operating activities was A$962,000 primarily consisting of the net loss of
A$544,000; a decrease in receivables of A$206,000 and a decrease in accounts
payable and accrued expenses of A$236,000.
Effective as of June 9, 2006, Golden River Resources, entered into
a Subscription Agreement with RAB Special Situations Fund (Master) Limited
("RAB") pursuant to which the Company issued to RAB in a private placement
transaction (the "Private Placement") for an aggregate purchase price of
A$2,000,000 (US$1,542,000): (i)10,000,000 special warrants (the "Special
Warrants"), each of which is exercisable at any time to acquire, without
additional consideration, one (1) share (the "Special Warrant Shares") of Common
Stock, US$0.001 par value ("Common Stock"), of the Company, and (ii) warrants
(the "Warrants") for the purchase of 20,000,000 shares of Common Stock, US$0.001
par value (the "Warrant Shares"), at an exercise price of A$0.20 (US$0.1542) to
be exercisable until April 30, 2011.
The Company agreed to prepare and file with the Securities and Exchange
Commission a registration statement covering the resale of the shares of Common
Stock issuable upon exercise of the Special Warrants and the Warrants. The
Company is required to prepare and file with the SEC within sixty (60) calendar
days after the Closing Date (the "Filing Deadline") a registration statement at
the sole expense of the Company, in respect of the Subscriber, so as to permit a
public offering and resale of the Common Stock acquirable upon conversion of the
Special Warrants, the Common Stock acquirable upon exercise of the Warrants and
the Common Stock issued as Liquidated Damages (collectively, the "Registrable
Securities") in the United States under the 1933 Act by the Subscriber as
selling stockholder and not as underwriter. Golden River shall use its best
efforts to cause such Registration Statement to become effective as soon as
possible thereafter, and within the earlier of: (i) one hundred twenty (120)
calendar days after the Closing Date (one hundred and fifty (150) calendar days
in the event the SEC shall elect to review the Registration Statement), or (ii)
five (5) calendar days of the SEC clearance to request acceleration of
effectiveness (the "Effectiveness Deadline"). The Company agreed that in the
event that the Registration Statement to be filed by the Company is not filed
with the SEC on or before the Filing Deadline, or (ii) such Registration
Statement is not declared effective by the SEC on or before the Effectiveness
Deadline, then the Company shall (x) for the period commencing on the sixty
first (61st) day after the Closing Date and on the first day of each month
thereafter until the date that the Registration Statement is filed and (y) for
the period commencing on the one hundred twenty first (121st) day after the
Closing Date (the one hundred fifty first (151st) day after the Closing Date in
the event the SEC shall elect to review the Registration Statement) the Company
will pay to the Subscriber as liquidated damages and not as a penalty for such
failure (the "Liquidated Damages"): on the first day of each month thereafter
until the Registration Statement is declared effective by the SEC either: (A) a
cash payment equal to 2% of the Purchase Price or (B) at the sole election of
the Subscriber, shares of Common Stock equal to 2% of the number of shares of
Common Stock purchased by the Subscriber.
Once such registration statement has been filed and declared effective,
the Company is obligated to keep such registration statement effective until the
earlier of (i) the date that all of the Registrable Securities have been sold
pursuant to such registration statement, (ii) all Registrable Securities have
been otherwise transferred to persons who may trade such shares without
restriction under the Securities Act, and the Company has delivered a new
certificate or other evidence of ownership for such securities not bearing a
restrictive legend, or (iii) all Registrable Securities may be sold at any time,
without volume or manner of sale limitations pursuant to Rule 144(k) or any
similar provision then in effect under the Securities Act; or (iv) 2 years from
the effective date.
12
The Company met the Filing Deadline and the SEC declared the
registration statement effective in October 2006.
As of September 30, 2006 the Company had short-term obligations of
A$315,000 comprising accounts payable and accrued expenses.
We have A$1,047,000 in cash at September 30, 2006. We are investigating
the possibility of raising cash flow through money in Canada for exploration
purposes.
During fiscal 2004 and 2005, we undertook a field exploration program
on our Committee Bay and Slave Properties. In relation to the Committee Bay
Properties, this was more than the minimum required expenditure and as a result,
we do not have a legal obligation to undertake further exploration on those
properties during their life. However our properties are prospective for gold
and other minerals. We undertook further exploration in August 2006 on the Slave
Properties and to date we have spent A$374,000. We are currently investigating
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 a capital raising will be successful, or
that even if an offer of financing is 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-QSB's forward looking information
within the meaning of the Private Securities Litigation Act of 1995 (the "Act")
which became 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-QSB 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. Additional information which could affect
the Company's financial results is included in the Company's Form 10-KSB on file
with the Securities and Exchange Commission.
Item 3. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15 as of the end of
the period covered by this report. Based upon that evaluation, such officers
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by the Company in this report is
recorded, processed, summarized and reported on a timely basis.
Internal Control Over Financial Reporting. There have not been any changes in
the Company's internal control over financial reporting during the fiscal
quarter to which this report relates that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
13
PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Not Applicable
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
Item 5. OTHER INFORMATION
Not Applicable
Item 6. EXHIBITS
(a) Exhibit No. Description
----------- -----------
3.1 Amendment to Certificate of Incorporation of the
Company
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
14
(FORM 10-QSB)
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
Peter Lee, Director, Secretary and
Chief Financial Officer
(Principal Financial Officer)
Dated November 14, 2006
15
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
3.1 Amendment to Certificate of Incorporation of the Company
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
16