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
	ACT OF 1934
For the quarterly period ended: September 30, 2014
For the quarterly period ended: December 31, 2013
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	ACT OF 1934
For the transition period from: _____________ to _____________

———————

GOLDEN RIVER RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

———————

Delaware	0-16097	98-0079697
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

Level 8, 580 St Kilda Road Melbourne, Victoria, 3004, Australia

(Address of Principal Executive Office) (Zip Code)

011 (613) 8532 2860

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

———————

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
	x	Yes	o	No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).*
	x	Yes	o	No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.~~ Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).	o	Yes	x	No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were 56,807,283 outstanding shares of Common Stock as of February 18, 2014.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
	o	Yes	o	No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes

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 November 6, 2014.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
	o	Yes	o	No

Table Of Contents

		PAGE NO
PART I.	FINANCIAL INFORMATION
Item 1	Financial Statements	2
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1311
Item 3	Quantitative and Qualitative Disclosures about Market Risk	1512
Item 4	Controls and Procedures	1613
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	1714
Item 1A	Risk Factors	1714
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	1714
Item 3	Defaults Upon Senior Securities	1714
Item 4	Mine Safety Disclosures	1714
Item 5	Other Information	1714
Item 6	Exhibits	1714
SIGNATURES		15
EXHIBIT INDEX		16
Exh. 31.1	Certification	17
Exh. 31.2	Certification	18
Exh. 32.1	Certification	19
Exh. 32.2	Certification	20

SIGNATURES		18
EXHIBIT INDEX		19
Exh. 31.1	Certification	20
Exh. 31.2	Certification	21
Exh. 32.1	Certification	22
Exh. 32.2	Certification	23

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Introduction to Interim Consolidated Financial Statements.

The interim consolidated financial statements included herein have been prepared by Golden River Resources Corporation (“Golden River Resources” or the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”). Certain information and footnote disclosure normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These interim consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, ~~2013~~2014.

In the opinion of management, all adjustments, have been made consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the consolidated financial position of the Company and subsidiaries as of ~~December~~September 3130, ~~2013~~2014, the results of its consolidated statements of comprehensive income/(loss) for the three ~~and six~~ month ~~periods~~period ended ~~December~~September 3130, ~~2013~~2014 and ~~December~~September 3130, ~~2012 and for the cumulative period July 1, 2002 (inception of exploration activities) to December 31,~~ 2013, and its consolidated cash flows for the ~~six~~three month period ended ~~December~~September 3130, ~~2013~~2014 and ~~December~~September 3130, ~~2012 and for the cumulative period July 1, 2002 (inception of exploration activities) to December 31,~~ 2013 ~~have been included~~. The results of consolidated operations for the interim periods are not necessarily indicative of the results for the full year.

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Foreign Currency Translation

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

Restatement of comparative numbers was made for the change in functional and reporting currency.

UNLESS OTHERWISE INDICATED, ALL FINANCIAL INFORMATION PRESENTED IS IN UNITED STATES DOLLARS.

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

(An Exploration Stage Company)

Consolidated Balance Sheet

	December 31, 2013			June 30, 2013
	September 30, 2014			June 30, 2014
	US$000’s			US$000’s
ASSETS	(Unaudited)
Current Assets
Cash		2-			~~637~~1
Investment in marketable security		-			436
Receivables		43			44
Receivables		41			14
Receivables - affiliates		52			56
Receivables - affiliates		112			-
Advances receivable		-			131
Advances receivable		133			-
Prepaid expenses and deposits		-			1
Prepaid expenses and deposits		1			1
Total Current Assets		95			233
Total Current Assets		289			1,088
Total Assets		95			233
Non-Current Assets
Advances receivable		-			138
Total Non-Current Assets		-			138
Total Assets		289			1,226
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses		~~174~~132			~~145~~113
Total Current Liabilities		~~174~~132			~~145~~113
Total Liabilities		~~174~~132			~~145~~113
Stockholders’ Equity:
Stockholders’ Equity (Deficit):
Common Stock: $.0001 par value
400,000,000 shares authorized
56,807,408 and 56,807,408 issued and outstanding		5			5
56,807,408 issued and outstanding		5			5
Additional paid-in-capital		41,428			41,428
Less treasury stock at cost, 125 shares		(19	)		(19	)
Retained (deficit) during exploration stage		(23,934	)		(22,968	)
Retained (deficit)		(41,451	)		(41,294	)
Retained (deficit) prior to exploration stage		(17,365	)		(17,365	)
Total Stockholders’ Equity (Deficit)		(37	)		120
Total Stockholders’ Equity		115			1,081
Total Liabilities and Stockholders’ Equity (Deficit)		95			233
Total Liabilities and Stockholders’ Equity		289			1,226
The accompanying notes are an integral part of the consolidated financial statements.

The accompanying notes are an integral part of the consolidated financial statements.

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

(An Exploration Stage Company)

Consolidated Statements of Comprehensive Income (Loss)

Three ~~and Six~~ Months Ended ~~December~~September 3130, ~~2013~~2014 and ~~2012 and for the cumulative period~~2013

July 1, 2002 (inception of exploration activities) to December 31, 2013

(Unaudited)

	Three Months Ended December 31, 2013 US$000’s			Three Months Ended December 31, 2012 US$000’s			Six Months Ended December 31, 2013 US$000’s			Six Months Ended December 31, 2012 US$000’s			July 1, 2002 to December 31, 2013 US$000’s
	Three Months Ended September 30, 2014 US$000’s			Three Months Ended September 30, 2013 US$000’s
Revenues	$	-		$	-		$	-		$	-		$	-
Costs and expenses:
Stock based compensation		-			-			-			-			2,678
Legal, accounting and professional		8			20
Exploration expenditure		-			-			-			-			4,403
Administration expenses		21			42
Interest expense (income), net		-			-			-			-			385
Total costs and expenses		29			62
Legal, accounting and professional		18			28			38			50			2,108
Foreign currency exchange (loss)		(142	)		-
Administration expenses		74			231			116			313			4,388
Allowance for doubtful debt		14			(569	)
Total costs and expenses		92			259			154			363			13,962
Gain on marketable investment		-			2
Foreign currency exchange gain/(loss)		(109	)		(12	)		(109	)		(15	)		(645	)
Other income/(expenses):
Loss on sale of equity investment and impairment charge		-			(396	)		-			(396	)		(841	)
Interest income		-			1
Allowance for doubtful debt		(140	)		-			(709	)		-			(2,843	)
(Loss) from operations before income taxes		(157	)		(628	)
(Loss)/gain on marketable investment		-			-			2			-			289
Benefit for deferred income taxes		-			-
Other income:
Net (loss)		(157	)		(628	)
Interest income – net, related entity		-			-			-			-			5
Other comprehensive (loss):
– Other		-			17			1			17			12
Foreign currency translation adjustments		-			3
(Loss) from continuing operations before income taxes		(341	)		(650	)		(969	)		(757	)		(17,985	)
Comprehensive (loss)		(157	)		(625	)
Benefit for deferred income taxes		-			-			-			-			-
Basic and diluted net (loss) per common equivalent shares		(0.00	)		(0.01	)
Net (loss) from continuing operations		(341	)		(650	)		(969	)		(757	)		(17,985	)
Weighted average number of common equivalent shares used per share calculation (000’s)		56,807			56,807
Discontinued Operations
The accompanying notes are an integral part of the consolidated financial statements.
Gain on disposal of discontinued operations		-			5,591			-			5,591			5,378
Equity in profits of unconsolidated entities		-			-			-			-			227
Net income/(loss) from discontinued operations		-			5			-			(665	)		(10,190	)
Impairment of mineral rights		-			-			-			-			(34,530	)
Adjustment to fair value on stepped acquisition		-			-			-			-			7,213
Gain on bargain purchase		-			-			-			-			10,000
Net income/(loss) attributable to non-controlling interests of discontinued operations		-			(5	)		-			314			13,762
Net income/(loss) from discontinued operations		-			5,591			-			5,240			(8,140	)
Net income/(loss)		(341	)		4,941			(969	)		4,483			(26,125	)
Other comprehensive income(loss):
Foreign currency translation adjustments		-			(188	)		3			(173	)		2,191
Comprehensive income/(loss)		(341	)		4,753			(966	)		4,310			(23,934	)
Basic and diluted income/(loss) per common equivalent share
Net (loss) from continuing operations per share		(0.01	)		(0.01	)		(0.02	)		(0.01	)		(0.95	)
Net income/(loss) from discontinued operations per share		-			0.10			-			0.10			(0.43	)
Basic and diluted net income/(loss) per common equivalent shares		(0.01	)		0.09			(0.02	)		0.09			(1.38	)
Weighted average number of common equivalent shares used per share calculation		56,807			56,807			56,807			56,807			19,078

The accompanying notes are an integral part of the consolidated financial statements.

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

~~Six~~Three Months Ended ~~December~~September 3130, ~~2013~~2014 and ~~2012 and for the cumulative period~~2013

July 1, 2002 (inception of exploration activities) to December 31, 2013

(Unaudited)

	Six Months Ended December 31, 2013 US$000’s			Six Months Ended December 31, 2012 US$000’s			July 1, 2002 to December 31, 2013 US$000’s
	Three Months Ended September 30, 2014 US$000’s			Three Months Ended September 30, 2013 US$000’s
CASH FLOW FROM OPERATING ACTIVITIES
Net income/(loss)		(969	)		4,483			(26,125	)
Net (loss)		(157	)		(628	)
Adjustments to reconcile net income/(loss) to net cash (used) in operating activities
Adjustments to reconcile net (loss) to net cash provided by/(used in) operating activities
Foreign currency exchange (gain)/loss		109			15			645
Foreign currency exchange loss		142			-
Stock based compensation		-			-			2,641
(Gain) on sale/revaluation of marketable investment		-			(2	)
Loss on equity investment		-			58			841
Allowance for doubtful debt		(14	)		569
(Gain)/loss on sale/revaluation of marketable investment		(2	)		336			(289	)
Net change net of disposition and acquisition in:
Allowance for doubtful debt		709			-			2,843
Receivables		132			-
Gain on disposal of discontinued operations		-			(5,591	)		(5,378	)
Prepaid expenses and deposits		1			(1	)
Accrued interest added to principal		-			-			168
Accounts payable and accrued expenses		19			(4	)
Net change net of disposition and acquisition in:
Net Cash Provided by/(Used) in Operating Activities		123			(66	)
Receivables		7			62			(827	)
CASH FLOW FROM FINANCING ACTIVITIES
Staking deposit		-			-			21
Borrowings from affiliates		8			63
Prepaid expenses and deposits		-			19			(1	)
Advances and repayments to affiliates		(127	)		(631	)
Accounts payable and accrued expenses		32			(252	)		(12	)
Net Cash (Used) in Financing Activities		(119	)		(568	)
Net Cash (Used) in Operating Activities		(114	)		(870	)		(25,473	)
Effects of Exchange Rate on Cash		(5	)		-
CASH FLOW FROM INVESTING ACTIVITIES
Net (Decrease) in Cash		(1	)		(634	)
Acquisition of majority owned subsidiary, net of cash acquired		-			-			(11,213	)
Cash at Beginning of Period		1			637
Proceeds of disposal of subsidiary(net)		-			2,002			3,928
Total Cash at End of Period		-			3
Proceeds from sale of marketable securities		402			-			1,162
Supplemental Disclosures
Purchase of plant and equipment		-			-			(24	)
Interest Paid		-			-
Net Cash provided by/(Used) In Investing Activities		402			2,002			(6,147	)
The accompanying notes are an integral part of the consolidated financial statements.
CASH FLOW FROM FINANCING ACTIVITIES
Borrowings from affiliates		113			405			6,317
Advances and repayments to affiliates		(1,038	)		(1,880	)		(8,776	)
Proceeds from issuance of stock		-			-			13,451
Sale of warrants (net)		-			-			4,608
Re-purchase of warrants		-			-			(562	)
Proceeds from loan payable		-			-			3,164
Net Cash Provided by/(Used) In Financing Activities		(925	)		(1,475	)		18,202
DISCONTINUED OPERATIONS
Operating activities		-			350			14,169
Investing activities		-			-			106
Financing activities		-						(757	)
Net cash flows Provided By discontinued operations		-			350			13,518
Effects of Exchange Rate on Cash		2			12			(98	)
Net Increase/(Decrease) in Cash		(635	)		19			2
Cash at Beginning of Period		637			11			-
Total Cash at End of Period		2			30			2
Supplemental Disclosures
Interest Paid		-			-			330
NON CASH FINANCING ACTIVITY
Debt repaid through issuance of shares		-			-			5,600
Stock options recorded as deferred compensation		-			-			1,221
Extinguishment of related party debt		-			-			575
Stock issued for acquisition of properties		-			-			608

The accompanying notes are an integral part of the consolidated financial statements.

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

(An Exploration Stage Company)

Consolidated Statements of Stockholders’ Equity (Deficit)

~~December~~September 3130, ~~2013~~2014

and for the cumulative period July 1, 2002

(inception of exploration activities) to December 31, 2013

(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~~Total			~~Deferred Compensation~~			~~Non- Controlling Interests~~		~~Total~~
		000’s	US$000’s		US$000’s			US$000’s			US$000’s			US$000’s			~~US$000’s~~			~~US$000’s~~		~~US$000’s~~
Balance June 30, 2002		635		-	$	(19	)	$	16,251			-		$	(17,365	)		-			-	$	(1,133	)
Balance June 30, 2013		56,807	$	5	$	(19	)	$	41,428		$	(40,333	)	$	1,081
Net (loss)		-		-		-			-		$	(~~620~~961	)	$	-(961	)		-			-	$	~~(620~~	)
Balance June 30, 2003		635		-	$	(19	)	$	16,251		$	(620	)	$	(17,365	)		-			-	$	(1,753	)
Balance June 30, 2014		56,807	$	5	$	(19	)	$	41,428		$	(41,294	)	$	120
Issuance of 175,398 shares and warrants in lieu of debt repayment		175		-		-		$	1,782			-			-			-			-	$	1,782
Net (loss)		-		-		-			-		$	(157	)	$	(157	)
Sale of 167,000 shares and warrants		167		-		-		$	1,698			-			-			-			-	$	1,698
Balance September 30, 2014		56,807	$	5	$	(19	)	$	41,428		$	(41,451	)	$	(37	)
Issuance of 694,306 shares on cashless exercise of options		694		-		-			-			-			-			-			-	$	-
The accompanying notes are an integral part of the consolidated financial statements.
Net (loss)		-		-		-			-		$	(938	)		-			-			-	$	(938	)
Balance June 30, 2004		1,671		-	$	(19	)	$	19,731		$	(1,558	)	$	(17,365	)		-			-	$	789
Issuance of 140,000 options under 2004 stock option plan		-		-		-		$	1,334			-			-		$	(1,334	)		-	$	-
Amortization of 140,000 options under 2004 stock option plan		-		-		-			-			-			-		$	887			-	$	887
Net (loss)		-		-		-			-		$	(2,904	)		-			-			-	$	(2,904	)
Balance June 30, 2005		1,671		-	$	(19	)	$	21,065		$	(4,462	)	$	(17,365	)	$	(447	)		-	$	(1,228	)
To eliminate deferred compensation against Additional Paid-In Capital		-		-		-		$	(447	)		-			-		$	447			-	$	-
Issuance of 1,000,000 shares and 2,000,000 options in lieu of debt repayment		1,000		-		-		$	3,004			-			-			-			-	$	3,004
Capital gain on shares and options issued in lieu of debt repayment		-		-		-		$	(1,457	)		-			-			-			-	$	(1,457	)
Sale of 2,000,000 normal warrants		-		-		-		$	715			-			-			-			-	$	715
Sale of 1,000,000 special warrants		-		-		-		$	767			-			-			-			-	$	767
Amortization of 140,000 options under 2004 stock option plan		-		-		-		$	431			-			-			-			-	$	431
Net (loss)		-		-		-			-		$	(803	)		-			-			-	$	(803	)
Balance June 30, 2006		2,671		-	$	(19	)	$	24,078		$	(5,265	)	$	(17,365	)	$	-		$	-	$	1,429

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

(An Exploration Stage Company)

Consolidated Statements of Stockholders’ Equity (Deficit)

December 31, 2013

and for the cumulative period July 1, 2002

(inception of exploration activities) to December 31, 2013

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

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

(An Exploration Stage Company)

Consolidated Statements of Stockholders’ Equity (Deficit)

December 31, 2013

and for the cumulative period July 1, 2002

(inception of exploration activities) to December 31, 2013

(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 Compensation		Non- Controlling Interests			Total
		000’s	US$000’s		US$000’s			US$000’s			US$000’s			US$000’s			US$000’s		US$000’s			US$000’s
Issue of 33,875,000 shares		33,876	$	3		-		$	3,047			-			-			-		-		$	3,050
Amortization of 800,000 options under employee stock option plan		-		-		-		$	156			-			-			-		-		$	156
Net (loss) from continuing operations		-		-		-			-		$	(4,725	)		-			-		-		$	(4,725	)
Net (loss) from discontinued operations		-		-		-			-		$	(2,863	)					-		-		$	(2,863	)
Adjustment for additional investment in consolidated subsidiary		-		-		-		$	1,465			-			-			-	$	(1,465	)	$	-
Adjustment due to issue of shares by subsidiary		-		-		-			-			-			-			-	$	10		$	10
Net (loss) attributable to non-controlling interests		-		-		-			-		$	821			-			-	$	(821	)	$	-
Balance June 30, 2011		56,807	$	5	$	(19	)	$	42,839		$	(3,272	)	$	(17,365	)	$	-	$	13,423		$	35,611
Amortization of 1,100,000 options under employee stock option plan		-		-		-		$	56			-			-			-		-		$	56
Net profit from continuing operations		-		-		-			-		$	5,828			-			-		-		$	5,828
Net (loss) from discontinued operations		-		-		-			-		$	(37,936	)		-			-		-		$	(37,936	)
Adjustment for additional investment in consolidated subsidiary		-		-		-		$	176			-			-			-	$	(260	)	$	(84	)
Adjustment for sale of investment in consolidated subsidiary		-		-		-		$	(1,644	)		-			-			-	$	3,273		$	1,629
Net (loss) attributable to non-controlling interests		-		-		-			-		$	11,275			-			-	$	(11,275	)	$	-
Balance June 30, 2012		56,807	$	5	$	(19	)	$	41,427		$	(24,105	)	$	(17,365	)	$	-	$	5,161		$	5,104
Amortization of 1,100,000 options under employee stock option plan		-		-		-		$	1			-			-			-		-		$	1
Net (loss) from continuing operations		-		-		-			-		$	(3,056	)		-			-				$	(3,056	)
Net income from discontinued operations		-		-		-			-		$	3,889			-			-		-		$	3,889
Adjustment for deconsolidation of subsidiary		-		-		-			-			-			-			-	$	(4,857	)	$	(4,857	)
Net income attributable to non-controlling interests		-		-		-			-		$	304			-			-	$	(304	)	$	-
Balance June 30, 2013		56,807	$	5	$	(19	)	$	41,428		$	(22,968	)	$	(17,365	)	$	-	$	-		$	1,081
Comprehensive (loss)		-		-		-			-		$	(966	)		-			-		-		$	(966	)
Balance December 31, 2013		56,807	$	5	$	(19	)	$	41,428		$	(23,934	)	$	(17,365	)	$	-	$	-		$	115

The accompanying notes are an integral part of the consolidated financial statements.

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

~~December~~September 3130, ~~2013~~2014

1. Organisation

Golden River Resources Corporation (“Golden River Resources”) is incorporated in the State of Delaware. The principal shareholder of Golden River Resources is Northern Capital Resources Corp (“NCRC”) which owned 96.62% of Golden River Resources as of ~~December~~September 3130, ~~2013~~2014.

Golden River Resources was a gold exploration company. On March 17, 2009, the Company announced that it had reached agreement with Acadian Mining Corporation (TSX: ADA) ("Acadian") to subscribe in private placement transactions for common shares in Acadian and since that time, it acquired an interest by June 30, 2011 of 71.48%. ~~During~~Between January 2012, ~~the~~and ~~Company~~June ~~acquired~~2013 ~~0.48%~~the ofCompany ~~Acadian,~~ sold ~~19.9%~~a majority of ~~Acadian~~its ~~and~~interest atin ~~June 30, 2012 it held 52.06% of~~ Acadian. ~~During fiscal 2013, it sold a further 51.56%~~ and at June 30, 2013, it held a 0.50% interest in Acadian. On September 18, 2013, the Company converted a convertible note of US$402,000 into 3,500,000 shares in Acadian thus increasing its equity interest in Acadian to 6.53%. On October 11, 2013, Acadian and LionGold Corp. Ltd. ("LionGold") announced that they concluded the arrangement by which LionGold, ~~through its wholly-owned subsidiary LionGold Mining Canada Inc. (formerly 9286-0931 Québec Inc.)~~ compulsory acquired all of the common shares of Acadian that it did not already own. As a result, effective October 11, 2013, the Company no longer has an equity interest in Acadian. The Company is now looking for new gold acquisitions interests.

The financial statements presented herein have been prepared on a consolidated basis to include the accounts of Golden River Resources and its other subsidiaries (collectively “the Company”). All intercompany balances and transactions have been eliminated in consolidation.

Effective November 1, 2010, the Company had a 1-for-10 reverse stock split of its Common Stock and accordingly, all share and per share data has been retroactively restated.

The Company's consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, Golden River Resources is an exploration stage company which has not yet commenced revenue producing operations and has sustained recurring losses since inception, all of which raises substantial doubt as to its ability to continue as a going concern.

In addition, Golden River Resources has historically relied on loans and advances from corporations affiliated with the President of Golden River Resources and fund raising through the sale of equity instruments. Based on discussions with these affiliate companies, the Company believes this source of funding will continue to be available.

Other than the arrangements noted above, the Company has not confirmed any other arrangement for ongoing funding. The Company’s ability to continue operations is dependent upon future funding from capital raisings, or its ability to commence revenue producing operations and positive cash flows.

2. Recent Accounting Pronouncements

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU 2014-15). ). The ~~Company~~guidance ~~has~~in ~~implemented~~ASU ~~all~~2014-15 ~~new~~sets ~~accounting~~forth ~~pronouncements~~management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, ~~are~~when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in ~~effect~~the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. ~~These~~This ~~pronouncements~~evaluation ~~did~~should ~~not~~include ~~have~~consideration ~~any~~of ~~material~~conditions ~~impact~~and onevents that are either known or are reasonably knowable at the date the financial statements ~~unless~~are ~~otherwise~~issued ~~disclosed~~or are available to be issued, as well as whether it is probable that management's plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The Company ~~does~~will ~~not~~evaluate ~~believe~~the ~~that~~going ~~there~~concern ~~are~~considerations ~~any~~in ~~other~~this ~~new~~ASU ~~accounting~~however ~~pronouncements~~at ~~that~~the ~~have~~current ~~been~~period ~~issued~~management does not believe that ~~might~~it ~~have~~has amet ~~material~~conditions ~~impact~~which onwould ~~its~~subject ~~consolidated~~these financial ~~position~~statements orfor ~~results~~additional ofdisclosure ~~operations~~other than disclosed in Note 4.

Other Recently Issued, but not Yet Effective Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policy followed in connection with the preparation of the financial statements.

Foreign Currency Translation

Effective October 1, 2013, the Company’s functional and reporting currency is the United States dollar. Revenue and expenses incurred in a currency other than, the United States dollars are translated at the date incurred or invoiced. Assets and liabilities are re-valued at the period end exchange rate where appropriate. Gains or losses from foreign currency transactions are included in the results of operations.

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

Restatement of comparative numbers was made for the change in functional and reporting currency.

4. GOING ~~Affiliate Transactions~~CONCERN

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. At September 30, 2014, the Company had not yet commenced revenue producing operations and had a retained deficit of US$41,451,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will require additional funding for operations and this additional funding may be raised through debt or equity offerings. The Company has a debt due from AXIS Consultants Pty Ltd (AXIS) which is nearly fully offset by the allowance for doubtful debt. AXIS provides management services to the Company and the cost of these services reduces the amount of the debt. In addition, the Company 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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

5. 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~~nine affiliated companies to which AXIS provides services. Each of the companies has some common Directors, officers and shareholders. Golden River Resources holds a 9.09% interest in AXIS at a cost of A$1 and is accounted for under the cost method. Any profits generated by AXIS are returned to its shareholders in the form of dividends.

During the ~~six~~three months ended ~~December~~September 3130, ~~2013~~2014, AXIS ~~provided services in accordance with the service agreement of US$83,000, AXIS~~ repaid Golden River Resources US$318,000 and the Company advanced AXIS US$1127,~~038,~~000, ~~before~~and ~~foreign~~an ~~currency~~accrual ~~translation~~was ~~amounting~~recorded tofor ~~approximately US$103,000. At June 30, 2013, management considered the recoverability of the amount owed by~~ AXIS ~~and~~services provided in accordance with the ~~requirements~~service agreement of ~~accounting standards provided a~~ US$~~976~~20,000 ~~provision for doubtful receivable during fiscal 2013~~. For the ~~six~~three months ended ~~December~~September 3130, ~~2013~~2014, the ~~Company~~foreign ~~recorded~~currency antranslation ~~additional~~effect ~~provision~~ of ~~US$709,000. During~~ the ~~six~~amount ~~months~~owing ~~ended~~by ~~December~~AXIS ~~31,~~was ~~2013,~~a ~~the~~loss ~~Company~~of ~~did~~approximately ~~not charge interest~~US$137,000. The amount owed by AXIS at ~~December~~September 3130, ~~2013~~2014 ~~under~~is ~~current assets – advances to affiliates was~~ US$~~112~~1,737,000. ~~The~~ ~~Company~~At ~~has~~September ~~made~~30, ~~advances~~2014, tomanagement ~~AXIS~~considered ~~in connection with~~ the ~~ongoing~~recoverability ~~business~~of ~~relationship between~~ the ~~two~~amount ~~parties,~~owed ~~which~~by ~~have~~AXIS ~~been~~and ~~disclosed~~ in ~~the~~accordance ~~Company’s~~with ~~SEC~~the ~~reports,~~requirements ~~but~~of ~~which~~accounting ~~are~~standards ~~not specifically~~ provided ~~for~~an inadditional ~~the AXIS Services Agreement. In order to service its clients~~US$14,000 ~~AXIS~~provision ~~is required to make ongoing expenditures~~ for ~~payroll,~~doubtful ~~facilities~~receivable. ~~and~~During ~~equipment that may exceed~~ the ~~amount~~three ofmonths ~~its~~ended ~~cash~~September ~~receipts~~30, ~~during particular periods~~2014, ~~depending on~~ the ~~amount~~Company ofdid ~~services~~not ~~provided~~charge ~~to its clients and the amount of fees received from such clients during these periods~~interest. ~~Historically,~~At ~~the~~September ~~shortfall in its cash receipts has been covered by cash advances from a number of the companies~~30, ~~which receive services from AXIS~~2014, ~~including~~ the ~~Company. The~~provision ~~purpose~~for ofdoubtful ~~such~~receivable ~~advances~~amounts is to ~~assist AXIS in meeting its ongoing cash flow requirements in order to assure that AXIS has the necessary resources to provide services to the Company on an as needed basis~~US$1,685,000. The ~~parties are in discussions in relation to AXIS providing security to the Company for the~~ amount ~~outstanding~~owed ~~and such discussions are anticipated to be concluded~~ by ~~the~~AXIS ~~end~~(net of ~~fiscal 2014.However no agreement has been reached to-date. Two of the Company’s directors (Mr Gutnick and Dr Tyrwhitt~~allowance) ~~are~~at ~~also~~September directors of AXIS and Mr Lee is Chief Financial Officer and Company Secretary of AXIS and owe fiduciary obligations to both parties. It is the intention of the Boards of Directors of AXIS and the Company that this issue be resolved in a manner that is fair to all parties and equitable to the shareholders of each30, ~~but~~2014 ~~there~~under ~~are~~current noassets ~~agreements~~– orreceivables ~~understandings~~from ~~addressing~~affiliates ~~the~~was ~~priority or dispensation of fiduciary duties with respect to the discussions to resolve the amount outstanding owed by AXIS or any other conflict of interest with AXIS or other affiliates~~US$52,000.

~~During~~The Company has made advances to AXIS in connection with the ~~six~~ongoing ~~months~~business ~~ended~~relationship ~~December~~between ~~31,~~the ~~2012~~two parties, ~~AXIS~~which ~~repaid~~have been disclosed in the Company’s ~~US$405~~SEC reports,~~000~~ ~~and~~but which are not specifically provided ~~services~~for in ~~accordance~~the ~~with~~AXIS ~~the~~Services Agreement. In order to service ~~agreement~~its clients, AXIS is required to make ongoing expenditures for payroll, facilities and equipment that may exceed the amount of ~~US$270~~its cash receipts during particular periods,~~000~~ depending on the amount of services provided to its clients and the amount of fees received from such clients during these periods. Historically, the shortfall in its cash receipts has been covered by cash advances from a number of the companies, which receive services from AXIS, including the Company. The ~~advanced~~purpose of such advances is to assist AXIS ~~US$794,000~~in meeting its ongoing cash flow requirements in order to assure that AXIS has the necessary resources to provide services to the Company on an as needed basis. The parties are in discussions in relation to AXIS providing security to the Company for the amount ~~owed~~outstanding and such discussions are anticipated to be concluded by ~~AXIS~~the atend ~~December~~of ~~31,~~fiscal ~~2012~~2015. ~~was~~However ~~US$600,000~~no agreement has been reached to-date. Two of the Company’s directors (Mr Gutnick and Dr Tyrwhitt) are also directors of AXIS, Mr Lee is ~~reflected~~Chief inFinancial ~~non-current~~Officer ~~assets~~and –Company ~~receivables~~Secretary ~~from~~of ~~affiliates~~AXIS and all owe fiduciary obligations to both parties. ~~During~~It is the ~~six~~intention ~~months~~of ~~ended~~the ~~December~~Boards ~~31,~~of ~~2012,~~Directors of AXIS and the Company ~~did~~that ~~not~~this ~~charge~~issue be resolved in a manner that is fair to all parties and equitable to the shareholders of each, but there are no agreements or understandings addressing the priority or dispensation of fiduciary duties with respect to the discussions to resolve the amount outstanding owed by AXIS or any other conflict of interest with AXIS or other affiliates.

During ~~fiscal~~the ~~2010~~three months ended September 30, 2013, AXIS repaid the Company ~~sold~~US$63,000 ~~shares~~and ofprovided ~~common~~services ~~stock~~in toaccordance ~~NCRC,~~with athe ~~Nevada~~service ~~corporation~~agreement of US$31,000 ~~pursuant~~and tothe ~~certain~~Company ~~subscription~~advanced ~~agreements.~~AXIS MrUS$631,000, ~~Joseph~~before ~~Gutnick~~foreign currency translation of approximately US$171,000. For the ~~Company’s~~three ~~President~~months ended September 30, is2013, the ~~Chairman~~Company ~~and~~recorded ~~Chief~~an ~~Executive~~additional ~~Officer~~provision of ~~NCRC~~US$569,000. In ~~addition,~~During ~~Legend~~the ~~International~~three ~~Holdings,~~months ~~Inc.,~~ended ofSeptember ~~which~~30, ~~Mr.~~2013, ~~Gutnick~~the isCompany ~~the~~did ~~Chairman~~not ~~and~~charge ~~Chief~~interest. The ~~Executive~~amount ~~Officer~~owed ~~and~~by aAXIS ~~principal~~at ~~stockholder~~September 30, ~~owns~~2013 ~~31.46%~~was ~~of NCRC~~US$1,539,000. AsAt ofSeptember ~~December 31~~30, 2013, ~~NCRC~~management ~~owned~~considered ~~approximately~~the ~~96.6%~~recoverability of the ~~outstanding~~amount ~~common~~owed ~~stock~~by AXIS and in accordance with the requirements of accounting standards provided a provision for doubtful receivable for the ~~Company~~full amount.

During fiscal ~~2013~~2010, the Company ~~advanced~~sold shares of common stock to NCRC, ~~US$1~~a Nevada corporation,~~189,000~~ ~~and~~pursuant ~~after~~to ~~foreign~~certain ~~exchange~~subscription ~~adjustments~~agreements. ~~US$1~~Mr Joseph Gutnick,~~158~~ the Company’s President,~~000~~ is the ~~amount~~Chairman ~~owed~~and byChief ~~NCRC~~Executive atOfficer ~~December~~of ~~31, 2013~~NCRC. In Ataddition, ~~June~~Legend 30International Holdings, ~~2013~~Inc., ~~management~~of ~~considered~~which ~~the~~Mr. ~~recoverability~~Gutnick ofis the ~~amount~~Chairman ~~owed~~and byChief ~~NCRC~~Executive Officer and ina ~~accordance~~principal ~~with~~stockholder, ~~the~~owns ~~requirements~~31.46% of ~~accounting~~NCRC. ~~standards~~As ~~provided~~of aSeptember ~~provision~~30, ~~for~~2014, ~~doubtful~~NCRC ~~receivable~~owned ~~for~~approximately 96.6% of the ~~full~~outstanding ~~amount~~common ~~during~~stock ~~fiscal~~of ~~2013~~the Company.

During fiscal 2013, ~~Golden~~the ~~River~~Company advanced ~~Acadian~~NCRC US$~~141~~1,189,000 ~~in funds for operating expenditures~~ and ~~incurred~~after ~~expenditures~~foreign onexchange ~~behalf~~adjustments ~~of Acadian of~~ US$21,158,000. ~~This loan~~ is ~~non-interest~~the ~~bearing~~amount ~~and~~owed isby ~~due~~NCRC onat orSeptember ~~before June 6~~30, 2014. AsManagement ofhad ~~December~~previously ~~31,~~considered ~~2013~~ the ~~US$133,000~~recoverability ~~(before~~of ~~currency~~the ~~translation)~~amount ~~remains~~owed ~~unpaid~~by NCRC and isin ~~reflected~~accordance inwith ~~current~~the ~~assets~~requirements –of ~~advances~~accounting -standards provided a provision for doubtful receivable ~~(see~~for ~~note~~the 8)full amount.

~~5. Issue of Options under Stock Option Plan~~8

InDuring ~~October~~fiscal ~~2004~~2013, ~~the~~Golden ~~Board~~River ofadvanced ~~Directors~~Acadian ~~and~~US$141,000 ~~Remuneration~~in ~~Committee~~funds offor ~~the~~operating ~~Company~~expenditures ~~adopted~~and aincurred ~~Stock~~expenditures ~~Option~~on ~~Plan.~~behalf ~~The~~of ~~Company~~Acadian ~~issued~~of ~~605~~US$2,000 ~~options under the plan~~. AtOn ~~December~~September 3125, ~~2013,~~2014 the ~~options~~amount ~~are~~outstanding ~~fully~~was ~~vested~~repaid in full.

106. 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 September 30, 2014, the options are fully vested.

Since the issue of the options, 120,000 options have lapsed following the termination of participants to the issue.

A summary of the options outstanding and exercisable at ~~December~~September 3130, ~~2013~~2014 are as follows:

Outstanding

Exercisable

Number of options

80,000

405,000

80,000

405,000

Exercise price

~~US10~~US$10.00

~~US3~~US$3.08

~~US10~~US$10.00

~~US3~~US$3.08

Expiration date

October 15, 2014

October 15, 2016

October 15, 2014

October 15, 2016

67. (Loss) per share

The Company calculates (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic profit/(loss) per share is computed based on the weighted average number of common shares outstanding during the period.

Options to acquire 485,000 shares of common stock were not included in the diluted weighted average shares outstanding as such effects would be anti-dilutive.

78. Fair Value Of Financial Instruments

The Company’s financial instruments consist of cash, receivables, accounts payable and accrued expenses and advances due from affiliates. The carrying amounts of receivables, accounts payable and accrued expenses, advances receivable approximate their respective fair values because of the short maturities of these ~~expenses~~accounts. The fair values of advances due/ from affiliates are not practicable to estimate as no similar market exists for these instruments and as it does not have a specified date of repayment. ~~The Company’s investment in Acadian was recorded at fair value using Level 1 inputs, as described in the US GAAP guidance for fair value measurements (see note 8).~~

8. Investments In and Receivable ~~From~~from Acadian

During fiscal 2012, Golden River purchased US$408,000 (CDN$420,000) of debentures in its former consolidated subsidiary Acadian. The debentures were unsecured and convertible into common shares of Acadian at the holder’s option at a price of USCDN$0.12 per common share. On September 18, 2013, the Company elected to convert the convertible note into 3,500,000 shares in Acadian.

On October 11, 2013 Acadian and LionGold announced that they concluded the arrangement by which LionGold, through its wholly-owned subsidiary LionGold Mining Canada Inc. (formerly 9286-~~0931~~0930 Québec Inc.) compulsory acquired all of the common shares of Acadian ("Acadian Shares") that it did not already own (the "Arrangement"). Effective from that date, LionGold directly or indirectly owns 100% of the outstanding shares of Acadian. Under the Arrangement, Acadian shareholders (other than LionGold and its affiliates) received CCDN$0.12 in cash for each Acadian Share. On October 17, 2013 the Company received US$402,000 for 3,509,998 shares it held in Acadian. The balance of the funds of US$2928,000 ~~from~~(after ~~LionGold~~currency translation) is expected to be received in ~~2014~~fiscal 2015.

9. Income Taxes

The Company recognises deferred tax assets or liabilities for the expected future consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

The Company is subject to taxation in both the USA and Canada.

The Company’s net deferred taxes at ~~December~~September 3130, ~~2013~~2014 is summarized as follows:

USA 2013 US$000s

Canada 2013 US$000s

Total 2013 US$000s

USA 2014 US$000s

Canada 2014 US$000s

Total 2014 US$000s

Deferred tax assets

Net operating loss carry-forward

2,~~411~~452

~~132~~124

2,~~542~~576

Exploration expenditure

~~557~~526

~~3040~~2,914

3,~~597~~440

2,968

3,172

6,139

2,978

3,038

6,016

Less valuation allowance

(2,~~968~~978

)

(3,~~172~~038

)

(6,~~139~~016

)

11The Company’s net deferred taxes at June 30, 2014 is summarized as follows:

The Company’s net deferred taxes at June 30, 2013 is summarized as follows:

	USA 2014 US$000s			Canada 2014 US$000s			Total 2014 US$000s

Deferred tax assets
Net operating loss carry-forward		2,442			130			2,571
Exploration expenditure		526			3,040			3,567
		2,968			3,170			6,138
Less valuation allowance		(2,968	)		(3,170	)		(6,138	)
		-			-			-

	USA 2013 US$000s			Canada 2013 US$000s			Total 2013 US$000s
Deferred tax assets
Net operating loss carry-forward		3,440			2,011			5,451
Exploration expenditure		544			1,498			2,042
		3,984			3,509			7,493
Less valuation allowance		(3,984	)		(3,509	)		(7,493	)
		-			-			-

Total available net operating loss carryforwards in the United States, which are subject to limitations, amount to approximately US$7,005,000 at September 30, 2014 and expire in years 2023 through 2034. Net operating loss carryforwards in Canada do not have a definite expiration date and amounted to US$8,765,000.

~~Total~~The ~~available~~Company’s ~~net~~tax ~~operating~~years ~~loss~~for ~~carryforwards~~all inyears ~~the~~since ~~United~~fiscal ~~States,~~year ~~which~~ending ~~are~~June ~~subject~~30, to2011 ~~limitations,~~remain ~~amount~~open to ~~approximately~~most ~~US$6,887,000~~taxing ~~at December 31, 2013 and expire in years 2023 through 2030~~authorities. ~~Net operating loss carryforwards in Canada do not have a definite expiration date and amounted to US$9,149,000.~~

10. Subsequent Events

The Company has evaluated events and transactions after the balance sheet date and, through the date the consolidated financial statements were issued and believes that all relevant disclosures have been included herein and there are no other events which require recognition or disclosure in the accompanying consolidated financial statements, other than disclosed herein.

1210

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FUND COSTS CONVERSION

The consolidated statements of operations and other financial and operating data contained elsewhere here in and the consolidated balance sheets and financial results have been reflected in United States dollars unless otherwise stated.

The following table shows the average rate of exchange of the ~~Canadian~~United States dollar as compared to the USCanadian dollar and Australian dollar during the periods indicated:

6 months ended December 31, 2012 US$1.00 = A$0.9704

3 months ended September 30, 2013	US$1.00 = A$0.9597
3 months ended September 30, 2014	US$1.00 = A$1.1460
3 months ended September 30, 2013	US$1.00 = CDN $1.0176
3 months ended September 30, 2014	US$1.00 = CDN $1.1158

6The ~~months~~Company’s ~~ended~~financial ~~December~~statements ~~31,~~are ~~2013~~ prepared in United States dollars (US$1).00 = A number of the costs and expenses of the Company are incurred in Canadian and Australian dollars and the conversion of these costs to US$1 means that the comparison of the three months ended September 30, 2014 to the three months ended September 30, 2013 does not always present a true comparison.~~1269~~

6 months ended December 31, 2012 US$1.00 = CDN $1.0005

6 months ended December 31, 2013 US$1.00 = CDN $1.0696

The Company’s financial statements are prepared in United States dollars (US$). A number of the costs and expenses of the Company are incurred in Canadian and Australian dollars and the conversion of these costs to US$ means that the comparison of the three months ended December 31, 2013 to the three months ended December 31, 2012 does not always present a true comparison.

GENERAL

Golden River Resources was a gold exploration company focusing its activities in Canada through its investment in Acadian~~. Following~~ ~~the~~During ~~sale~~fiscal of2013, ~~Acadian~~we ~~shares~~sold inour ~~October~~controlling ~~2012,~~interest ~~Golden River’s holding~~ in Acadian ~~amounted to 32~~.~~16%~~ ~~and Golden River no longer controlled Acadian.~~ As a result, Golden River de-consolidated the operations of Acadian. Accordingly, the management discussion and analysis relates to the activities of Golden River only and does not include a discussion of Acadian activities unless otherwise stated.

As set out in notes to consolidated financial statements – affiliate transactions, the Company is managed by AXIS. Certain costs and expenses are incurred by the Company and certain costs and expenses are incurred by AXIS on behalf of the Company and billed to the Company by AXIS. The ~~total amount of expenses billed to the Company by AXIS for the six months ended December 31, 2013 was US$83,000 (2012: US$270,000). The~~ discussion in the next paragraphs relates to costs and expenses of the Company, incurred by both the Company; and by AXIS that are billed or to be billed to the Company.

RESULTS OF OPERATIONS

Three Months Ended ~~December~~September 3130, ~~2013~~2014 vs. Three Months Ended ~~December~~September 3130, ~~2012~~2013.

Costs and expenses decreased from US$~~259~~62,000 in the three months ended ~~December~~September 3130, ~~2012~~2013 to US$9229,000 in the three months ended ~~December~~September 3130, ~~2013~~2014.

The decrease in costs and expenses is a net result of:

a) a decrease in legal, accounting and professional expense from US$2820,000 for the three months ended ~~December~~September 3130, ~~2012~~2013 to US$188,000 for the three months ended ~~December~~September 3130, ~~2013~~2014. The expenses for the three months ended ~~December~~September 3130, ~~2013~~2014 consisted of costs associated with ~~the~~professional ~~Company’s~~services ~~SEC~~in ~~compliance~~relation ~~obligations~~to financial statements, the quarterly Form 10-Qs.

b) a decrease in administrative costs including salaries from US$~~231~~42,000 in the three months ended ~~December~~September 3130, ~~2012~~2013 to US$7421,000 in the three months ended ~~December~~September 3130, ~~2013~~2014. The decrease relates to head office salaries, office costs and ~~corporate~~statutory ~~travel;~~filing costs for the three months ended ~~December~~September 3130, ~~2012~~2014. ~~additional~~Included ~~costs~~within ~~were~~the ~~incurred~~administrative expenses for ~~negotiations of~~ the ~~sale~~three ofmonths ~~the~~ended ~~Acadian~~September ~~interest~~30, ~~which~~2014 ~~was~~of ~~completed~~US$21,000 ~~in fiscal~~ (2013:US$42,000) ~~and~~was ~~a decrease in office~~ and ~~statutory~~accrual ~~filing costs~~ for ~~the~~AXIS ~~three~~services ~~months~~provided ~~ended~~in ~~December~~accordance ~~31,~~with ~~2013. Included within~~ the ~~administrative~~service ~~expenses~~agreement of US$7420,000 ~~(2012:~~compared ~~US$231,000)~~to isthe an amount of US$5131,000 ~~(2012: US$57,000)~~ billed to us by AXIS for the three months ended September 30, 2013.

The Company recorded a foreign currency exchange loss of US$~~109~~142,000 for the three months ended ~~December~~September 3130, ~~2013~~2014 and US$~~12,000~~nil for the three months ended ~~December~~September 3130, ~~2012~~2013, as a result of the movement in the Australian and Canadian dollar versus the United States dollar.

At ~~December~~September 3130, ~~2013~~2014, management considered the recoverability of the amount owed by AXIS and in accordance with the requirements of accounting standards provided a provision for doubtful receivable. For the three months ended ~~December~~September 3130, ~~2013~~2014 the Company recorded an adjustment to the provision of US$~~140~~(14,000) (~~three months ended December 31, 2012~~2013: US$~~nil~~569,000).

InThe ~~October~~net ~~2013,~~loss for the ~~Company~~three ~~sold~~months aended ~~further~~September 330,~~509,998~~ ~~shares~~2014 inwas ~~Acadian at price of~~ US$~~0.12~~157,000 ~~(CDN$0.12)~~compared ~~for~~to US$~~402~~625,000 ~~and~~for ~~recorded~~the athree ~~foreign~~months ~~exchange~~ended ~~loss~~September ~~on sale of marketable investment of US$6~~30,~~000~~ 2013.

The loss from continuing operations before income taxes for the three months ended December 31, 2013 was US$341,000 compared to US$650,000 for the three months ended December 31, 2012.

The Company recorded a gain on disposal of discontinued operations of US$5,591,000 for the three months ended December 31, 2012. There was no net loss from discontinued operations for the three months ended December 31, 2013.

The net loss amounted to US$341,000 for the three months ended December 31, 2013 compared to a net income of US$4,941,000 for the three months ended December 31, 2012.

Six Months Ended December 31, 2013 vs. Six Months Ended December 31, 2012.

Costs and expenses decreased from US$363,000 in the three months ended December 31, 2012 to US$154,000 in the three months ended December 31, 2013.

The decrease in costs and expenses is a net result of:

a) a decrease in legal, accounting and professional expense from US$50,000 for the six months ended December 31, 2012 to US$38,000 for the six months ended December 31, 2013. The expenses for the six months ended December 31, 2013 consisted of costs associated with the Company’s SEC compliance obligations.

b) a decrease in administrative costs including salaries from US$313,000 in the six months ended December 31, 2012 to US$116,000 in the six months ended December 31, 2013. The decrease relates to head office salaries and corporate travel; for the six months ended December 31, 2012 additional costs were incurred for negotiations of the sale of the Acadian interest which was completed in fiscal 2013 and a decrease in office and statutory filing costs for the six months ended December 31, 2013. Included within the administrative expenses of US$116,000 (2012: US$313,000) is an amount of US$82,000 (2012: US$254,000) billed to us by AXIS.

The Company recorded a foreign currency exchange loss of US$109,000 for the six months ended December 31, 2013 and US$15,000 for the six months ended December 31, 2012, as a result of the movement in the Australian and Canadian dollar versus the United States dollar.

At December 31, 2013, management considered the recoverability of the amount owed by AXIS and in accordance with the requirements of accounting standards provided a provision for doubtful receivable. For the six months ended December 31, 2013 the Company recorded an adjustment to the provision of US$709,000 (six months ended December 31, 2012: US$nil).

In October 2013, the Company sold a further 3,509,998 shares in Acadian at price of US$0.12 (CDN$0.12) for US$402,000, and reviewed the carrying amount of is investment in Acadian and recorded a foreign exchange loss on sale of marketable investment and impairment charge of US$4,000 for the six months ended December 31, 2013.

The loss from continuing operations before income taxes for the six months ended December 31, 2013 was US$969,000 compared to a loss of US$757,000 for the six months ended December 31, 2012.

The Company recorded a net gain from discontinued operations of US$5,591,000 for the six months ended December 31, 2012 and a net loss from discontinued operations of US$665,000 which was offset by the share of net gain attributable to non-controlling interests of discontinued operations of US$314,000. There was no net loss or gain from discontinued operations for the six months ended December 31, 2013.

The net loss amounted to US$969,000 for the six months ended December 31, 2013 compared to net income of US$4,483,000 for the six months ended December 31, 2012.

Liquidity and Capital Resources

For the ~~six~~three months ended ~~December~~September 3130, ~~2013~~2014, net cash ~~used~~provided by operating activities was US$~~114~~123,000 consisting primarily of the net loss of US$~~969~~157,000; ~~net~~foreign ~~gain~~exchange onloss ~~revaluation of marketable investment of~~ US$2142,000; allowance for doubtful debt of US$~~709~~14,000; ~~and a~~ decrease in ~~accounts~~receivables ~~payable and accrued expenses~~ of US$32132,000. ~~Net~~and ~~cash~~an ~~provided~~increase ~~by investing activities was US$402,000 being proceeds from the sale of 3,509,998 shares~~ in ~~Acadian~~accounts payable and ~~net~~accruals ~~cash used in financing activities~~ of US$~~925~~19,000 ~~being advances to affiliates~~.

~~As at December 31, 2013, the Company had short-term obligations of US$174,000 being accounts payable and accrued expenses.~~11

WeAs ~~have~~at September 30, 2014, the Company had short-term obligations of US$2112,000 inbeing ~~cash~~accounts atpayable ~~December~~and ~~31,~~accrued ~~2013~~expenses.

~~During~~We ~~the~~have ~~six months ended December 31, 2013, AXIS provided services in accordance with the service agreement of~~ US$~~83,000~~300 ~~and AXIS repaid the Company US$31,000 and provided AXIS with a US$1,038,000 advance. At December 31, 2013, management considered the recoverability of the amount owed by AXIS and~~ in ~~accordance~~cash ~~with~~at ~~the~~September ~~requirements of accounting standards provided a further US$709~~30,~~000~~ ~~provision for doubtful receivable~~2014.

During the three months ended September 30, 2014, AXIS repaid the Company US$8,000 and the Company provided AXIS with a US$127,000 advance and an accrual was recorded for AXIS services provided in accordance with the service agreement of US$20,000. At September 30, 2014, management considered the recoverability of the amount owed by AXIS and in accordance with the requirements of accounting standards provided a further US$14,000 provision for doubtful receivable.

OnThe ~~October~~Company ~~11,~~has ~~2013~~net ~~Acadian~~advances ~~and~~receivable ~~LionGold~~due Corp. Ltd. ("LionGold") announced that they concluded the arrangement by which LionGold, through its wholly-owned subsidiary LionGold Mining Canada Inc. (formerly 9286-0931 Québec Inc.) compulsory acquired all of the common shares of Acadian that it did not already own (the "Arrangement"). Effective from ~~that~~affiliated ~~date,~~entities ~~LionGold directly or indirectly owns 100% of the outstanding shares of Acadian. Under the Arrangement, Acadian shareholders (other than LionGold and its affiliates) received C$0.12 in cash~~ for ~~each~~approximately ~~Acadian share and on October 17~~US$2, ~~2013~~895,000 ~~the~~at ~~Company~~September ~~received~~30, ~~US$402~~2014,~~000~~ ~~and~~of ~~the~~which ~~balance~~is of US$292,843,000 ~~will~~is befully ~~received~~allowed ~~shortly~~for.

~~The~~Our ~~Company~~budget ~~has~~for ~~net~~general ~~advances~~and ~~receivable~~administration ~~due~~costs ~~from~~for ~~affiliated~~fiscal ~~entities~~2015 ~~for~~is ~~approximately~~ US$2250,000.~~7million~~ We atare ~~December~~searching ~~31,~~for ~~2013,~~new ~~all~~business ofopportunities ~~which~~and isare ~~fully~~not ~~allowed~~planning ~~for~~any exploration related activities in the short term.

Our budget for general and administration costs for fiscal 2014 is US$250,000. We are searching for new business opportunities and are not planning any exploration related activities in the short term.

The Company has historically funded its activities from funds provided by capital raising through the issuance of its shares and advances from affiliated entities. We are currently investigating further capital raising opportunities which may be in the form of either equity or debt, to provide funding for working capital purposes and future exploration programs. There can be no assurance that such capital raising will be successful, or that even if an offer of financing was received by the Company, it is on terms acceptable to the Company.

Cautionary Safe Harbor Statement under the United States Private Securities Litigation Reform Act of 1995.

Certain information contained in this Form 10-Q’s forward looking information within the meaning of the Private Securities Litigation Act of 1995 (the “Act”) which become law in December 1995. In order to obtain the benefits of the “safe harbor” provisions of the act for any such forwarding looking statements, the Company wishes to caution investors and prospective investors about significant factors which among others have affected the Company’s actual results and are in the future likely to affect the Company’s actual results and cause them to differ materially from those expressed in any such forward looking statements. This Form 10-Q report contains forward looking statements relating to future financial results. Actual results may differ as a result of factors over which the Company has no control including, without limitation, the risks of exploration and development stage projects, political risks of development in foreign countries, risks associated with environmental and other regulatory matters, mining risks and competition and the volatility of gold and copper prices, movements in the foreign exchange rate and the availability of additional financing for the Company. Investors are cautioned not to put undue reliance on forward-looking statements. We disclaim any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise. Additional information which could affect the Company’s financial results is included in the Company’s Form 10-K on file with the Securities and Exchange Commission.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company ~~does~~reports ~~not~~in ~~hold~~US$ ~~funds~~and holds cash denominated in A$ dollars. At September 30, 2014, this amounted to US$300 (A$400). A change in the exchange rate between the A$ and the US$ will have an effect on the amounts reported in the Company’s consolidated financial statements, and create a foreign ~~bank~~exchange ~~accounts~~gain or loss. A movement of 1% in the A$ versus the US$ exchange rate will have no effect on the consolidated balance sheet and statement of comprehensive loss.

15At September 30, 2014, the Company has a receivable from affiliates before provision for doubtful receivable of US$1,737,000 (A$1,991,000). As the receivable is in A$ dollars, a change in the exchange rate between the A$ and the US$ will have an effect on the amounts reported in the Company’s consolidated financial statements, and create a foreign exchange gain or loss. A movement of 1% in the A$ versus the US$17,370 exchange rate will have a US$ effect on the consolidated balance sheet and statement of comprehensive loss.

Item 4. Controls and Procedures.

(a) Disclosure Controls and Procedures

Our principal executive officer and our principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as amended) as of the end of the period covered by this report. Based on that evaluation, such principal executive officer and principal financial officer concluded that, the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report at the reasonable level of assurance.

(b) Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the second quarter of fiscal that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

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~~September 3130, ~~2013~~2014, that our disclosure controls and procedures were effective in achieving that level of reasonable assurance.

1613

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

Not Applicable

Item 1A.

Risk Factors.

Not Applicable for Smaller Reporting Company

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Not Applicable

Item 3.

Defaults Upon Senior Securities.

Not Applicable

Item 4.

Mine Safety Disclosures

Not Applicable

Item 5.

Other Information.

Not Applicable

Item 6. Exhibits.

Item 6.		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 September 30, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows and (iv) related notes.

			#101.INS	XBRL Instance Document.
			#101.SCH	XBRL Taxonomy Extension Schema Document.
			#101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
			#101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
			#101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
			#101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.


			# Filed herewith. In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed “not filed” for purposes of section 18 of the Exchange Act, and otherwise are not subject to liability under that section.

~~(a) Exhibit No. Description~~14

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, 2013 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.

(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 18, 2014

	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: November 28, 2014

EXHIBIT INDEX

Exhibit No. Description

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 September 30, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows and (iv) related notes.

	#101.INS	XBRL Instance Document.
	#101.SCH	XBRL Taxonomy Extension Schema Document.
	#101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
	#101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
	#101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
	#101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.

	# Filed herewith. In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed “not filed” for purposes of section 18 of the Exchange Act, and otherwise are not subject to liability under that section.

~~31.1 Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act~~16

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.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.

__________________

Filing Compare · GOLDEN RIVER RESOURCES CORP.