U.UNITED ~~S. SECURITIES AND EXCHANGE COMMISSION~~STATES

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~Form 10-Q~~Washington, D.C. 20549

~~(Mark~~FORM ~~One)~~10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June ~~September~~ 30, ~~2012~~2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~For ~~File~~the ~~Number:~~transition ~~333-176809~~period from __________ to __________

~~James~~Commission ~~River~~File ~~Holdings~~Number: ~~Corporation~~000-50302

James River Holding Corporation

(Exact name of registrant as specified in its charter)

Delaware		45-2579623
(State or other jurisdiction of		(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)
incorporation or organization)

For correspondence, please contact:

Jillian Ivey Sidoti, Esq.

38730 Sky Canyon Drive – Ste A

Murrieta, CA 92563

(323) 799-1342 (phone)

jillian@jilliansidoti.com

2847 S. Ingram Mill, Suite B100

Springfield, MO 65804

(Address of principal executive offices)

417-881-7818

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by ~~Section~~ section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~preceding~~past 12 ~~months~~ ~~(or for such shorter period that the registrant was required to file such reports)~~months, and (2) has been subject to such filing requirements for the past 90 days. Yes x o No o

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted anon ~~accelerated~~its ~~filer,~~corporate aWeb ~~non-accelerated filer~~site, orif aany, ~~smaller~~every ~~reporting~~Interactive ~~company.~~Data ~~See~~File ~~the~~required ~~definitions~~to ofbe ~~“large~~submitted ~~accelerated~~and ~~filer,”“accelerated~~posted ~~filer,”~~pursuant ~~and~~to ~~“smaller~~Rule ~~reporting~~405 ~~company”~~of inRegulation ~~Rule 12b~~S-2T (§232.405 of this chapter) during the ~~Exchange~~preceding ~~Act~~12 months (or for such shorter period that the registrant was required to submit and post such files. Yes o No o

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, oan ~~Accelerated~~accelerated filer, oor ~~Non~~a non-accelerated filer, oor ~~Smaller~~a smaller reporting company. xSee ~~(Do~~the ~~not~~definitions ~~check~~of if“large aaccelerated filer,” “accelerated filer” and “smaller reporting company)” in Rule 12b-2 of the Exchange Act:

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~o ~~whether~~Accelerated ~~the~~filer ~~registrant~~o ~~is a shell company (as defined in Rule 12b~~Non-2accelerated offiler ~~the~~o ~~Exchange~~Smaller ~~Act).~~reporting ~~Yes x~~company ~~No o~~x

AtIndicate ~~November~~by ~~14,~~check ~~2012,~~mark ~~there~~whether ~~were~~the ~~51,036,012shares~~registrant ~~outstanding~~is a shell company (as defined in Rule 12b-2 of the ~~registrant’s~~Exchange ~~common stock~~Act). Yes o No o

~~JAMES~~As ~~RIVER~~of ~~HOLDINGS~~September ~~CORPORATION~~11, 2013, there were 53,204,812 shares outstanding of the registrant’s common stock.

~~INDEX~~JAMES TORIVER ~~FORM~~HOLDING ~~10-Q~~CORP.

~~FOR~~TABLE ~~THE~~OF ~~QUARTER ENDED September 30, 2012~~CONTENTS

PART I. FINANCIAL INFORMATION		Page Number
		Page
Item 1.	Financial Statements	F-1
PART I. FINANCIAL INFORMATION
	Balance Sheets as of December 31, 2011 and September 30, 2012		F-1
Item 1.	Consolidated Financial Statements (Unaudited):	3
	Statements of Operations for the three and Nine Months endedSeptember 30, 2012and September 30, 2011 and for the period from May 31, 2011 (date of inception) to September 30, 2012 (unaudited)		F-2
	Unaudited Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012		3
	Statements of Cash Flows for the Nine Monthsended September 30, 2012and September 30, 2011 and for the period from May 31, 2011 (date of inception) to September 30, 2012		F-3
	Unaudited Consolidated Statements of Operations for the Three and Six Months ended June 30, 2013 and 2012		4
	Notes to Financial Statements		F-4
	Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		3
	Notes to Unaudited Consolidated Financial Statements		6
Item 3.	Controls and Procedures		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		7
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		10
Item 4.	Controls and Procedures		10
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		711
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		7
Item 1A.	Risk Factors		11
Item 3.	Defaults upon senior securities		7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		11
Item 4.	Mine Safety Disclosures		7
Item 3.	Defaults Upon Senior Securities		11
Item 5.	Other Information		7
Item 4.	Mine Safety Disclosures		11
Item 6.	Exhibits		8
Item 5.	Other Information		11
Exhibit 31.1
Item 6.	Exhibits		12
Exhibit 32.1

PART I —– FINANCIAL INFORMATION

Item 1. ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements

JAMES RIVER ~~HOLDINGS~~HOLDING ~~CORPORATION~~CORP.

(ACONSOLIDATED ~~DEVELOPMENT~~BALANCE ~~STAGE COMPANY)~~SHEETS

BALANCE SHEETS

AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011

	as of September 30, 2012			as of December 31, 2011
	(Unaudited)			(Audited)
ASSETS:
Current assets
Cash and Cash Equivalents	$	262,805		$	4,000
Total current assets		262,805			4,000
Property, equipment and inventory, at cost		18,153,127			-
Goodwill		153,324			-
TOTAL ASSETS	$	18,569,256		$	4,000
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities
Accrued expenses	$	-		$	2,000
Payroll tax liabilities		3,529			-
Security deposit payable		4,343			-
Total current liabilities		7,872			2,000
Long-term liabilities		12,433,342			-
TOTAL LIABILITIES		12,441,214			2,000
Stockholders' Equity
Preferred stock, 10,000,000 shares authorized at $ 0.001 par and none issued and outstanding		-			-
Common stock ($.001 par value), 100,000,000 shares authorized
51,036,012 issued and outstanding as of September 30, 2012 and 10,000,000 as of December 31, 2011		51,036			10,000
Additional paid-in capital		6,253,674			-
(Deficit) accumulated during the development stage		(176,668	)		(8,000	)
TOTAL STOCKHOLDERS' EQUITY		6,128,042			2,000
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	18,569,256		$	4,000

See accompanying notes to financial statements.

F-1

JAMES RIVER HOLDINGS CORPORATION

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

PERIOD FROM MAY 31, 2011(INCEPTION) TO SEPTEMBER 30, 2012

UNAUDITED

	For Three Months			For Three Months		For Nine Months			For Nine Months
	Ended			Ended		Ended			Ended
	September 30, 2012			September 30, 2011		September 30, 2012			September 30, 2011
Revenue:
Rental Income	$	222,966		$	-	$	222,966		$	-
Other Income		-			-		-			-
Total Revenue		222,966			-		222,966			-
General and Administration Expenses
Advertising		138			-		1,632			-
Conferences and Meetings		-			-		5,495			-
Consulting		60,000			-		148,450			-
Filing Fees		2,111			-		13,161			-
General and Administrative - Other		2,125			-		4,466			-
Professional Fees		1,629			-		13,629			8,000
Office Expenses		11,009			-		11,128			-
Payroll Expenses		22,055			-		22,055			-
Properties Expenses		167,263			-		167,263			-
Travel		1,103			-		4,355			-
Total General and Administration Expenses		267,433			-		391,634			8,000
Operating loss		(44,467	)		-		(168,668	)		(8,000	)
Provision for income taxes		-			-		-			-
Net Loss	$	(44,467	)	$	-	$	(168,668	)	$	(8,000	)
Net (loss) per share
Basic and diluted	$	(0.00	)	$	-	$	(0.01	)	$	(0.00	)
Weighted Average Shares Outstanding
Basic and diluted		40,955,512			10,000,000		30,756,010			3,333,333

See accompanying notes to financial statements.

F-2

JAMES RIVER HOLDINGS CORPORATION

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDEDSEPTEMBER 30, 2012 AND 2011

PERIOD FROM MAY 31, 2011(INCEPTION) TO SEPTEMBER 30, 2012

	Nine Months			Nine Months			Cumulative from May 30, 2011
	Ended			Ended			( Inception) to
	September 30, 2012			September 30, 2011			September 30, 2012
Cash Flow from Operating Activities
Net (loss)		(124,202	)		(6,000	)		(132,202	)
Adjustments to reconcile net loss to net cash used by
operating activities:
Common stock issued for services		-			-			-
Changes in Assets and Liabilities
Accrued expenses		-			-			-
Net Cash Flow Used in Operating Activities		(124,202	)		(6,000	)		(132,202	)
Investing Activities		-			-			-
Financing Activities
Proceeds from related party advances		-						2,000
Proceeds from sale of common stock or subscribed		246,501			10,000			256,501
Net Cash Flow Provided by Financing Activities		246,501			10,000			258,501
Net change in cash		122,299			4,000			126,299
Cash, Beginning of Period		4,000			-			-
Cash, End of End of Period		126,299			-			126,299

See accompanying notes to financial statements.

F-3

James River Holdings Corporation, Inc. and Subsidiary

(A Development Stage Company)

Notes to Financial Statements

September 30, 2012

(Unaudited)

NOTE 1. UNAUDITED INFORMATION

	June 30, 2013			December 31, 2012
ASSETS
Current assets
Cash and cash equivalents	$	150,396		$	239,796
Accounts receivable		234,612			82,711
Inventory		15,000			15,000
Total current assets		400,008			337,507

Property and equipment, net of accumulated depreciation		17,253,828			17,430,063
Goodwill		2,437,250			2,437,250
Intangible assets, net of accumulated amortization		20,691			48,815
TOTAL ASSETS	$	20,111,777		$	20,253,635

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued expenses	$	145,741		$	133,116
Accounts payable		90,448			-
Short-term debt, net of unamortized discounts		5,327,084			2,324,749
Total current liabilities		5,563,273			2,457,865

Long-term debt, net of unamortized discounts		8,585,602			10,647,527
Long-term debt to related parties		1,517,823			2,243,787
TOTAL LIABILITIES		15,666,698			15,349,179

Stockholders' Equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized,
none issued and outstanding		-			-
Common stock, $0.001 par value, 100,000,000 shares authorized, 53,204,812 issued and outstanding		53,204			53,204
Additional paid-in capital		6,985,197			6,985,197
Accumulated deficit		(2,593,322	)		(2,133,945	)
TOTAL STOCKHOLDERS' EQUITY		4,445,079			4,904,456
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	20,111,777		$	20,253,635

The ~~balance~~accompanying ~~sheet~~notes ofare ~~James~~an ~~River~~integral ~~Holdings~~part ~~Corporation (the “Company”) as~~ of ~~September~~these ~~30,~~unaudited ~~2012~~consolidated ~~and~~financial ~~the~~ statements ~~of operations and cash flows for the three-months ended September 30, 2012, have not been audited~~. However, in the opinion of management, such information includes all adjustments (consisting only of normal recurring adjustments) which are necessary to properly reflect the financial position of the Company as of September 30, 2012 and the results of operations for the three-months then ended.

Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading. Interim period results are not necessarily indicative of the results to be achieved for an entire year. These financial statements should be read in conjunction with the financial statements and notes to financial statements included in the Company’s financial statements as filed on Form S-1 and S-1/A for the year ended December 31, 2011.

NOTE 2. ORGANIZATION AND DESCRIPTION OF BUSINESS

James River Holdings Corporation. (the"Company") was incorporated under the laws of the State of Delawareon May 31, 2011. The Company’s objective is the purchase, management, and disposal of real estate assets and to acquire operating companies outside of real estate.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY

The Company has not earned any revenue from operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Company" as defined by ACS 915-10-05. Among the disclosures required by ASC 915-10-05 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.

ACCOUNTING METHOD

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

CASH EQUIVALENTS

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.

F-4

INCOME TAXES

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable.

BASIC EARNINGS (LOSS) PER SHARE

The Company computes net income (loss) per share in accordance with Accounting Standards Codification (“ASC”) 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As at September 30, 2012, there are no dilutive potential common shares.

IMPACT OF NEW ACCOUNTING STANDARDS

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.

NOTE 4 - INCOME TAXES

At September 30, 2012, the Company had a federal operating loss carry forward of $132,202, which begins to expire in 2031.

Components of net deferred tax assets, including a valuation allowance, are as follows at September 30, 2012:	2012
Deferred tax assets:	$	46,271
		46,271
Less: Valuation Allowance		(46,271	)
	$	-

F-5

The valuation allowance for deferred tax assets as of September 30, 2012 was $ 46,271. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of September 30, 2012, and recorded a full valuation allowance.

Reconciliation between the statutory rate and the effective tax rate for the period ended September 30, 2012 is as follows:

	2012
Federal statutory tax rate		(35.0	)%
Change in valuation allowance		35.0	%
Effective tax rate		0.0	%

NOTE 5. SHAREHOLDER'S EQUITY

Upon formation, the Company issued 10,000,000 shares of common stock for $10,000 in cash to the founding shareholder of the Company to fund organizational start-up costs. During the first quarter ended March 31, 2012, additional 20,875,012 shares have been issued in consideration of $246,501 in cash.

The stockholders' equity section of the Company contains the following classes of capital stock as of September 30, 2012;

· Preferred stock $0.001 par value: 10,000,000 shares authorized; none issued and outstanding.

· Common stock, $0.001 par value: 100,000,000 shares authorized; 51,036,012 shares issued and outstanding as of September 30, 2012.

NOTE 6. SUBSEQUENT EVENTS

In 2009, the FASB ASC Topic 865 (formerly FASB 165, Subsequent Events), which defines the period after the balance sheet date that subsequent events should be evaluated and provides guidance in determining if the event should be reflected in the current financial statements. This ASC Topic also requires disclosure regarding the date through which subsequent events have been evaluated. The Company adopted the provisions of Statement 165 as of September 30, 2011.

The Company has evaluated subsequent events through the time the September 30, 2012 financial statements were available for issuance. No events have occurred subsequent to September 30, 2012 that requires disclosure or recognition in these financial statements other than as listed below.

F-6

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in this report and those in our S-1 registration statement deemed effective on October 7, 2011 and our 8-k filed on October 4, 2012. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in such forward-looking statements as a result of certain factors, including but not limited to, those described under “Risk Factors” included in Part II, Item IA of this report.

OVERVIEW

James River Holdings owns single family residential properties and hopes to own manufactured home communities, but may adjust their business plan to include other similar opportunities such as multifamily and commercial property if the economy dictates and the opportunity arises. The Company will purchase, manage, and dispose of revenue producing assets, specifically single family properties and manufactured home communities.

On August 15, 2012, James River Holdings Corporation (the “Company”) through its subsidiary Property Partners, LLC entered into an agreement to acquire all the assets of Springfield Property Management, Inc. including 12 single-family residential houses and nine undeveloped acres of land valued at $1,530,141 in exchange for the assumption of $1,197,896 of mortgages secured by first deeds of trust on the properties. The transaction was completed on September 25, 2012.

On August 15, 2012, James River Holdings Corporation through its subsidiary Property Partners, LLC entered into an agreement to acquire 92 single-family residential houses and two residential duplexes from Springfield Real Estate Fund 2009, LLC valued at $7,316,523 in exchange for 9,666,667 shares of stock and the assumption of $4,738,782 of mortgages secured by first deeds of trust on the properties. The transaction was completed on September 25, 2012.

On August 15, 2012, James River Holdings Corporation through its subsidiary Property Partners, LLC entered into an agreement to acquire 28 single-family residential houses from Springfield Real Estate Fund B-09, LLC valued at $2,346,758 in exchange for 3,333,334 shares of stock and the assumption of $1,529,492 of mortgages secured by first deeds of trust on the properties. The transaction was completed on September 25, 2012.

On August 15, 2012, James River Holdings Corporation through its subsidiary Property Partners, LLC entered into an agreement to acquire 26 single-family residential houses from Wilson Creek Real Estate Fund, LLC valued at $2,364,113 in exchange for 3,329,333 shares of stock and the assumption of $1,386,815 of mortgages secured by first deeds of trust on the properties. The transaction was completed on September 25, 2012.

On August 15, 2012, James River Holdings Corporation through its subsidiary Property Partners, LLC entered into an agreement to acquire 29 single-family residential houses from Railey Creek Real Estate Fund, LLC valued at $2,463,455 in exchange for 3,331,667 shares of stock and the assumption of $1,542,102 of mortgages secured by first deeds of trust on the properties. The transaction was completed on September 25, 2012.

OnJAMES ~~August~~RIVER ~~15,~~HOLDING 2012 James River Holdings Corporation through its subsidiary Property Partners, LLC entered into an agreement to acquire 28 single-family residential houses from Jordan Creek Real Estate Fund, LLC valued at $2,415,300 in exchange for 500,000 shares of stock and the assumption of $1,871,195 of mortgages secured by first deeds of trust on the propertiesCORP. ~~The transaction was completed on September 25, 2012.~~

InCONSOLIDATED ~~summary,~~STATEMENTS ~~the~~OF above transactions resulted in the acquisition of 216 houses and nine acres of undeveloped land. These assets we believe are value of $18,436,290. The company issued 20,161,000 shares of stock and assumed $12,266,282 in mortgages secured by the assets.OPERATIONS

~~Results of Operations for the Quarter ending September 30, 2012~~(Unaudited)

Assets

	Three Months Ended						Six Months Ended
	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Revenue
Rental income	$	362,330		$	-		$	716,817		$	-
Property management income		4,284			-			9,084			-
Pavement maintenance income		407,671			-			410,950			-
Total revenue		774,285			-			1,136,851			-

Cost of revenue		207,421			-			212,992			-

Operating expenses
General and administrative		306,744			107,767			624,234			124,202
Depreciation expense		179,302			-			353,143			-
Amortization expense		13,169			-			28,124			-
Total operating expenses		499,215			107,767			1,005,501			124,202

Income (loss) from operations		67,649			(107,767	)		(81,642	)		(124,202	)

Other expense
Interest expense		(192,492	)		-			(377,735	)		-

Net loss	$	(124,843	)	$	(107,767	)	$	(459,377	)	$	(124,202	)

Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)		(0.01	)		(0.00	)

Weighted average shares outstanding - basic and diluted		53,204,812			30,875,012			53,204,812			30,660,091

~~Currently,~~The weaccompanying ~~have~~notes ~~$262,805~~are inan ~~cash~~integral ~~and~~part ~~$18,153,127 in single family residences. These were acquired in September~~ of ~~2012~~these ~~and~~unaudited ~~are~~consolidated ~~valued~~financial ~~at purchase price~~statements. ~~The Company also values its Goodwill at $153,324~~

Revenue

Since the Company acquired assets including single family homes in the third quarter, they have commenced generating revenues. The revenues for the third quarter were $222,966.

Operating Expense

Total operating expenses for the three months ended September 30, 2012 were $44,467 compared to expenses for the nine months ended September 30, 2012 of $391,634. The increase was due mostly to consulting expenses resulting from seeking out a potential acquisition. We also incurred $167,263 in property related expenses, all incurred in the third quarter, due to the acquisition of the single family properties.

Net Loss

Net loss for the three months ended September 30, 2012 was $(44,467)compared to the nine months ended September 30, 2012 since inception of $(168,668).

Liquidity and Capital Resources

At September 30, 2012, we had $262,805 in cash.

Long Term Liabilities

The properties acquired as a result of the September 2012 acquisitions, also resulted in the company incurring $12,433,342 in long term liabilities in the form of first mortgages on the single family residences acquired.

Critical Accounting Policies and Estimates

Our critical accounting policies are disclosed in our S-1 Registration Statement. During the three months ended September 30, 2012 there have been no significant changes in our critical accounting policies.

Recent Accounting Pronouncements

Recent accounting pronouncements are disclosed in our S-1 Registration Statement,deemed effective with the Securities and Exchange Commission on February 1, 2012. During the three months ended September 30, 2012 there have been no new accounting pronouncements which are expected to significantly impact our consolidated financial statements.

~~Liquidity~~JAMES ~~and~~RIVER ~~Capital~~HOLDING ~~Resources~~CORP.

~~The~~CONSOLIDATED ~~Company~~STATEMENTS isOF ~~currently~~CASH searching for properties to purchase as well as trying to deploy its business plan. To this end, the Company was able to acquire approximately $18 million in single family residences The Company will likely have to look to its officer, Mr. J. Barry Watts, or to third parties for additional capital. There can be no assurance that the Company will be able to secure additional financing or that the amount of any additional financing will be sufficient to conclude its business objectives or to pay ongoing operating expenses.FLOWS

We expect to leverage our business with bank financing in the way of mortgages and deeds of trust. Based on the CEO’s previous borrowing experience with local banks for properties purchased by one of Mr. Watts’ other entities, we expect to enter into lending relationships with the following terms on a property by property basis:(Unaudited)

·	Interest rates not to exceed 8%
		Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
·	Loan to value of 80%
Cash Flows from Operating Activities
Net loss		$	(459,377	)	$	(124,202	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discounts			5,418			-
Amortization expense			28,124			-
Depreciation expense			353,143			-
Changes in operating assets and liabilities:
Accounts receivable			(151,901	)		-
Accrued expenses			12,625			-
Accounts payable			90,448			-
Net Cash Used in Operating Activities			(121,520	)		(124,202	)
Cash Flows from Investing Activities
Cash paid for purchase of fixed assets			(48,000	)		-
Net Cash Used in Investing Activities			(48,000	)		-
Cash Flows from Financing Activities
Proceeds from the issuance of debt			950,000			-
Commissions paid on the issuance of debt			(10,836	)		-
Proceeds from the issuance of debt to related parties			214,500			-
Proceeds from sale of common stock			-			246,501
Payments on debt			(130,716	)		-
Payments on debt to related parties			(942,828	)		-
Net Cash Provided by Financing Activities			80,120			246,501
Net change in cash			(89,400	)		122,299
Cash, beginning of period			239,796			4,000
Cash, end of period			150,396		$	126,299
Supplemental Disclosures of Cash Flows Information:
Cash paid for interest		$	372,317		$	-
Cash paid for income taxes			-			-
Noncash Investing and Financing Activities
Debt issued for the purchase of fixed assets			128,908			-

·	Collateralized with a 1st deed of trust or mortgage on the property
·	Points not to exceed 1.5%

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

· Loans amortized over 20-30 years.

Item 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2012. This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer, and chief financial officer / principal financial officer who concluded that our disclosure controls and procedures are currently effective to ensure that all material information required to be filed in the quarterly report on Form 10-Q has been made known to them.

For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seg.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure, controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by in our reports filed under the Securities Exchange Act of 1934, as amended (the "Act") is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based upon an evaluation conducted for the period ended September 30, 2012, our Chief Executive Officer and Chief Financial Officer as of September 30, 2012, and as of the date of this Report, has concluded that as of the end of the periods covered by this report, he has identified no material weakness of Company internal controls.

Corporate expenses incurred are processed and paid by the officer of the Company. The current number of transactions is not sufficient to justify the retaining of additional accounting personnel.

~~Management’s~~JAMES ~~Report~~RIVER onHOLDING ~~Internal Control over Financial Reporting~~CORP.

~~Our~~NOTES ~~management~~TO isCONSOLIDATED ~~responsible~~FINANCIAL for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.STATEMENTS

Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.(Unaudited)

~~Our~~NOTE ~~management~~1 ~~conducted~~- anDESCRIPTION ~~evaluation~~OF ofBUSINESS ~~the~~AND ~~effectiveness~~BASIS ofOF our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its evaluation, our management concluded that, as of September 30, 2012, our internal control over financial reporting was effective.PRESENTATION

~~This~~The ~~quarterly~~accompanying ~~report~~unaudited ~~does~~financial ~~not~~statements ~~include~~of anJames ~~attestation~~River ~~report~~Holding Corp. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’'s ~~registered~~registration ~~public~~statement ~~accounting~~filed ~~firm~~with ~~regarding~~the ~~internal~~SEC ~~control~~on ~~over~~Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial ~~reporting~~position and the results of operations for the interim periods presented have been reflected herein. ~~Management’s~~ ~~report~~The ~~was~~results of operations for interim periods are not ~~subject~~necessarily indicative of the results to be expected for the ~~attestation~~full byyear. Notes to the ~~Company’s~~financial ~~registered~~statements ~~public~~which ~~accounting~~would ~~firm~~substantially ~~pursuant~~duplicate tothe ~~temporary~~disclosure ~~rules~~contained ofin the ~~SEC~~audited ~~that~~financial ~~permit~~statements for the ~~Company~~most torecent ~~provide~~fiscal ~~only~~year ~~management’s~~2012 ~~report~~as reported in ~~this~~Form ~~quarterly report~~10-K, have been omitted.

~~Changes~~NOTE in2 ~~Internal~~– ~~Controls~~GOING ~~over Financial Reporting~~CONCERN

WeAs ~~have~~of ~~not~~June ~~yet~~30, ~~made~~2013, ~~any~~we ~~changes~~had ina working capital deficit and an accumulated deficit. These conditions raise substantial doubt about our ~~internal~~ability ~~controls~~to ~~over~~continue ~~financial~~as ~~reporting~~a ~~that~~going ~~occurred~~concern. ~~during~~Our ~~the~~management ~~period~~is ~~covered~~continuing ~~by this~~its ~~report~~efforts ~~that~~to ~~has~~secure ~~materially~~funding ~~affected,~~through equity and/or isdebt ~~reasonably~~instruments ~~likely~~for our operations. We will require additional funds to ~~materially~~ ~~affect~~pay down our liabilities, as well as finance our ~~internal~~expansion ~~control~~plans. ~~over~~However, there can be no assurance that we will be able to secure additional funding. The consolidated financial ~~reporting~~statements contain no adjustment for the outcome of this uncertainty.

NOTE 3 – DEBT OWED TO RELATED PARTIES

During the six months ended June 30, 2013 the Company received proceeds of $214,500 in related party debt and made repayments of $942,828 on related party debt. One note carries an interest rate of 5% and is due on August 15, 2017, while the other notes carry an interest rate of 4% and have maturity dates ranging between December 31, 2015 and 2016. The debt is secured by the real estate property acquired. The debt outstanding is owed to related parties because the lender is owned by an Officer of the Company.

NOTE 4 – DEBT

During the six months ended June 30, 2013 the Company received proceeds of $950,000 on debt. This note has a payment of $5,748 per month, carries an interest rate of 6%, a maturity date of January 18, 2014, and is secured by rental properties. Commissions of $10,836 were paid to the lender upon the closing of this loan resulting in a debt discount. The discount is being amortized over the life of the note using the effective interest rate method. During the six months ended June 30, 2013, amortization of $5,418 was recognized as interest expense.

The company also received proceeds of $128,908 on debt used to purchase fixed assets. The note is secured by the fixed assets, carries an interest rate of 4.99% and has a maturity date of June 21, 2019.

The Company made repayments on debt totaling $130,716 during the six months ended June 30, 2013.

~~PART~~Item II2. Management’s ~~OTHER~~Discussion ~~INFORMATION~~and Analysis of Financial Condition and Results of Operations

~~Item 1~~Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. ~~LEGAL~~Such ~~PROCEEDINGS~~statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Registrant’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Registrant. Although the Registrant believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Registrant or any other person that the objectives and plans of the Registrant will be achieved.

~~None~~Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

~~Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~Overview

~~None~~Incorporated in May 2011 as a Delaware company, James River Holding Corporation (“we,” “us” or “the Company”) is a diversified holding company engaged in acquiring controlling interests in and actively managing established companies operating profitable, high growth, entrepreneurial businesses in mature markets – companies that operate in industries with long-term macroeconomic growth opportunities, and that have positive and stable cash flows, face minimal threats of technological or competitive obsolescence and have strong management teams which desire to remain in place and benefit from the growth made possible by leveraging our business-building platform.

~~Item~~More ~~3. DEFAULTS~~specifically, ~~UPON~~our ~~SENIOR~~criteria ~~SECURITEIES~~for qualifying sellers of businesses for acquisition consideration include the following:

~~None~~· The prospect must be an established U.S.-based company with low/no debt, annual revenues of up to $100 million and $2-$10 million in annual EBITDA.

~~Item~~· ~~4. MINE~~The ~~SAFETY~~prospect ~~DISCLOSURES~~has bright growth prospects, but is short on growth capital.

~~None~~· The prospect produces in-demand products or provides in-demand services that are not subject to discretionary dollars.

~~Item~~· ~~5. OTHER~~The ~~INFORMATION~~prospect is geographically situated within the Midwestern region of the U.S.

~~None~~· The prospect operates a simple, straight forward business that James River’s executive management team fully understands.

·	The prospect shares James River Holding’s core values and ethical business standards.

~~Item 6~~We believe that private company operators and corporate parents looking to sell their businesses may consider us as an attractive purchaser because of our ability to provide ongoing strategic and financial support for their businesses. ~~EXHIBITS~~In terms of the businesses we have acquired to date, we believe that these businesses have strong management teams, operate in strong markets with defensible market niches and maintain strong customer relationships.

(The Company’s current portfolio companies include Springfield Property Management, which owns and manages 215 single family and two duplex residential rental properties in the Springfield, Missouri market; and PaveCare, a~~) Exhibits:~~ company specializing in commercial pavement repair and parking lot maintenance services, mainly to big box retailers in the Midwestern region of the United States.

Number		Description
31.1		Certification of Chief Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.1		Certification of Chief Executive and Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

With acquisitions serving as a key component of James River Holding’s long term growth strategy, the Company will continue to remain very busy qualifying and pursuing opportunities to continue its growth and enhance shareholder value.

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

Revenues

**Total ~~XBRL~~revenues ~~(Extensible~~for ~~Business~~the ~~Reporting~~three ~~Language)~~and ~~information~~six ismonths ~~furnished~~ended June 30, 2013 were $774,285 and ~~not~~$1,136,851, ~~filed~~respectively, orwhich acompared ~~part~~to of$0 atotal ~~registration~~revenues ~~statement~~in orboth ~~prospectus~~the three and six month periods ended June 30, 2012. In our residential real estate business segment, revenue from rental income totaled $362,330 and $716,817 for ~~purposes~~the ofthree ~~Sections 11~~and orsix 12months ofended June 30, 2013, respectively; and revenue from property management income totaled $4,284 and $9,084, respectively. In our commercial paving business segment, PaveCare’s revenues were $407,671 for the ~~Securities~~three ~~Act~~months ofended ~~1933~~June 30, as2013 ~~amended~~and $410,950 for the six month period. The reason that revenues were nil for the three and six month reporting periods in 2012 is ~~deemed~~due to the fact that the Company did not ~~filed~~complete ~~for~~its ~~purposes~~acquisition of ~~Section 18~~the ofrental properties comprising its residential real estate portfolio until late in the ~~Securities~~third ~~Exchange~~and ~~Act~~fourth quarters of ~~1934~~2012. Similarly, asthe ~~amended,~~acquisition of the assets of 4 State Asphalt & Sealing and ~~otherwise~~the issubsequent formation of PaveCare did not ~~subject~~occur tountil ~~liability~~late ~~under~~in ~~these~~the ~~sections~~fourth quarter of 2012.

Operating Expenses

Due to the previously noted timing of the acquisitions relating to our real estate rental and paving businesses, as well as increased costs associated with becoming a fully reporting public company, operating expenses increased 363% to $499,215 for the three months ended June 30, 2013 compared to $107,767 for the same three month period in 2012. For the six months ended June 30, 2013 and 2012, total operating expenses rose 710% to $1,005,501, up from $124,202.

For the three months ended June 30, 2013 and 2012, depreciation expense totaled $179,302 and $0, respectively; and amortization expense was $13,169 and $0, respectively. For the six months ended June 30, 2013 and 2012, depreciation expense totaled $353,143 and $0, respectively; and amortization expense was $28,124 and $0, respectively.

Income (Loss) from Operations

After factoring total operating expenses, including non-cash depreciation and amortization expenses, income from operations for the three months ended June 30, 2013 totaled $67,649, which compared to a loss from operations of $107,767 for the three months ended June 30, 2012. For the comparable six month period ended June 30, 2013 and 2012, loss from operations was $81,642 and $124,202, respectively.

Other Expense

Total other expense for the three and six months ended June 30, 2013 was $192,492 and $377,735, respectively and stemmed solely from interest expense associated with servicing the Company’s real estate loans during the reporting periods. This compared to total other expense of $0 for both the three and six months ended June 30, 2012.

~~SIGNATURES~~Net Loss

~~Pursuant~~Net toloss ~~the~~totaled ~~requirements~~$124,843, ofor ~~the~~$0.00 ~~Securities~~loss ~~Exchange~~per ~~Act~~basic ofand ~~1934~~diluted share, for the ~~Registrant~~three ~~has~~months ~~duly~~ended ~~caused~~June ~~this~~30, ~~report~~2013, which compared to bea ~~signed~~net onloss ~~its~~of ~~behalf~~$107,767, byor $0.00 loss per basic and diluted share, for the ~~undersigned~~same ~~thereunto~~three ~~duly~~month ~~authorized~~period in 2012. For the six months ended June 30, 2013 and 2012, net loss was $459,377, or $0.01 loss per basic and diluted share, and $124,202, or $0.00 loss per basic and diluted share, respectively.

	James River Holdings Corporation
Date: November 14, 2012	By:	/s/ J. Barry Watts
		President and Director
		Name: J. Barry Watts
		(Principal Executive Officer)
Date:November 14, 2012	By:	/s/ J. Barry Watts
		Treasurerand Chief Financial Officer
		Name: J. Barry Watts
		(Principal Financial Officer, and Principal Accounting Officer)

Liquidity and Capital Resources

We are currently seeking additional operating income opportunities through potential acquisitions or investments. Such acquisitions or investments may consume cash reserves or require additional cash or equity. Our working capital and additional funding requirements will depend upon numerous factors, including: (i) strategic acquisitions or investments; (ii) an increase to current Company personnel; (iii) the level of resources that we devote to sales and marketing capabilities; and (iv) the activities of competitors. In addition to developing new products and services, obtaining new customers and increasing sales to existing customers, management plans to increase its business and profitability by entering into collaboration agreements, buying assets and acquiring companies that meet its defined acquisition criteria.

During the six months ended June 30, 2013, the Company had a net decrease in cash of $89,400. This compared to a net increase in cash of $122,299 for the first six months of 2012. The Company's principal sources and uses of funds were as follows:

Cash used in operating activities

The Company used $121,520 in cash for operating activities for the six months ended June 30, 2013, as compared to using $124,202 in cash for operating activities for the six months ended June 30, 2012.

Cash used in investing activities

Investing activities for the first six months of 2013 used cash of $48,000, as compared to using $0 in cash for the six months ended June 30, 2012. This increase in cash used is attributed to the purchase of equipment.

Cash provided by financing activities

Financing activities for the six months ended June 30, 2013 provided cash of $80,120, as compared to cash of $246,501 provided from financing activities for the same six month period in 2012. This decrease in cash provided in financing activities was largely attributable to the Company’s capital raising activities in the first six months of 2012, wherein $246,501 in proceeds was raised from the sale of Common Stock. During the first six months of 2013, cash provided by the Company’s financing activities included $950,000 from the issuance of debt and $214,500 from the issuance of debt to related parties, which was offset by commissions ($10,836), payments on debt ($130,716) and payments on debt to related parties ($942,828) totaling $1,084,380.

The Company believes that as a result of the predictable cash flow in its residential real estate rental business, coupled with growth in its paving business, it has adequate liquidity to fund its operating plans for at least the next 12 months.

There was no significant impact on the Company’s operations as a result of inflation for the six months ended June 30, 2013. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K to the SEC for the fiscal year ended December 31, 2012.

Off Balance Sheet Arrangements

During the six months ended June 30, 2013, we did not engage in any material off-balance sheet activities nor have any relationships or arrangements with unconsolidated entities established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitment or intent to provide additional funding to any such entities.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company’s disclosure controls and procedures are designed to ensure (i) that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms; and (ii) that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2013, and concluded that the disclosure controls and procedures were not effective as a whole. In particular, we have identified the following material weakness of our internal controls:

·	Lack of segregation of duties

·	Lack of formal control processes that provide for multiple levels of supervision and review.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on August 7, 2013.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Other than disclosed above, there were no unregistered sales of equity securities during the period ended June 30, 2013 that were not otherwise required to be disclosed in a current report on Form 8-K.

Item 3. Defaults Upon Senior Securities

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

There is no other information required to be disclosed under this item which has not been previously reported.

Item 6. Exhibits

31.1		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
31.2		Certification by the Principal Accounting Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
32.1		Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification by the Principal Accounting Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase
101.DEF**		XBRL Taxonomy Extension Definition Linkbase
101.LAB**		XBRL Taxonomy Extension Label Linkbase
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

	JAMES RIVER HOLDING CORP.

Dated: September 12, 2013	By:	/s/ J. Barry Watts
		J. Barry Watts
		Chief Executive Officer (Principal Executive Officer)
		Chief Financial Officer (Principal Accounting Officer)

Filing Compare · James River Holding Corp.