GOLDEN RIVER RESOURCES CORP. - FORM 10-Q/A

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - GOLDEN RIVER RESOURCES CORP.	a6607813_ex321.htm
EX-31.2 - EXHIBIT 31.2 - GOLDEN RIVER RESOURCES CORP.	a6607813_ex312.htm
EX-31.1 - EXHIBIT 31.1 - GOLDEN RIVER RESOURCES CORP.	a6607813_ex311.htm
EX-32.2 - EXHIBIT 32.2 - GOLDEN RIVER RESOURCES CORP.	a6607813_ex322.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q/A

———————

(Amendment No. 1)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended: March 31, 2010
or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the transition period from: _____________ to _____________

———————

GOLDEN RIVER RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

———————

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

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

(Address of Principal Executive Office) (Zip Code)

011 (613) 8532 2860

(Registrant’s telephone number, including area code)

N/A

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

———————

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).*
* The registrant has not yet been phased into the interactive data requirements.	o	Yes	o	No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer., or a smaller reporting company.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).	o	Yes	x	No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were 22,931,764 outstanding shares of Common Stock as of May 14, 2010.
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

EXPLANATORY NOTE

This Amendment No.1 on Form10-Q/A (“the Amendment”) amends Golden River Resources Corporation (the “Company”) quarterly report on Form 10-Q for the quarterly period ended March 31, 2010 as filed on May 14, 2010 (the “Form 10-Q”). The Company has filed this Amendment to restate previously issued financial statements and the accompanying notes as of and for the period ended March 31, 2010 contained in Item 1. Financial Statements. The Amendment restates the accounting for the acquisition of Acadian Mining Corporation (“Acadian”). During the fourth quarter of fiscal 2010, the Company completed the accounting for the acquisition of Acadian and as a result, adjustments were made to the preliminary fair value accounting at the date of acquisition. In addition, during the first quarter of fiscal 2011, the Board of Directors of the Company and the holder of a majority of the outstanding shares of Common Stock approved a 1-for-10 reverse stock split. The Company has accounted for this reverse stock split in this amended filing and accordingly, all share and per share data has been retroactively restated.

The amendment includes corresponding numerical and/or textual changes in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 3. Quantitative and Qualitative Disclosures About Market Risk, and Item 4. Controls and Procedures. The Amendment includes new certifications by our Chairman of the Board, President and Chief Executive Officer and Director, Secretary and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 as exhibits 31.1 and 31.2, and Certification Pursuant to 18 U.S.C. Section 1350 as exhibits 32.1 and 32.2.

Except as expressly set forth above, the Amendment No.1 does not amend, update or restate any other information or disclosures to reflect developments since the original date of filing of the quarterly report on Form 10-Q. Accordingly, this Form 10-Q/A should be read in conjunction with the Company’s filings made with the Securities and Exchange Commission subsequent to the filing of the original quarterly report on Form 10-Q.

The filing of this amendment shall not be deemed an admission that the original Form 10-Q, when originally filed, included any untrue statement of material fact or knowingly omitted to state a material fact necessary to make statement therein not misleading.

Table Of Contents

		PAGE NO

PART I.	FINANCIAL INFORMATION

Item 1	Financial Statements	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3	Quantitative and Qualitative Disclosure about Market Risk	27
Item 4	Controls and Procedures	27

PART II	OTHER INFORMATION

Item 1	Legal Proceedings	28
Item 1A	Risk Factors	28
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3	Defaults Upon Senior Securities	28
Item 4	Removed and Reserved	28
Item 5	Other Information	28
Item 6	Exhibits	28


SIGNATURES		29

EXHIBIT INDEX		30


Exh. 31.1	Certification	31
Exh. 31.2	Certification	32
Exh. 32.1	Certification	33
Exh. 32.2	Certification	34

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 generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These interim 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, 2009.

In the opinion of management, all adjustments, consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the consolidated financial position of the Company and subsidiaries as of March 31, 2010, the results of its consolidated operations for the three and nine month periods ended March 31, 2010 and March 31, 2009 and for the cumulative period July 1, 2002 (inception of exploration activities) through March 31, 2010, and the changes in its consolidated cash flows for the nine month periods ended March 31, 2010 and March 31, 2009 and for the cumulative period July 1, 2002 (inception of exploration activities) through March 31, 2010, 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 accounting principles generally accepted in the United States of America 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 July 1, 2009, the Company’s functional and reporting currency was the Australian dollar and its subsidiary, Golden Bull Resources Corporation’s functional currency was the Canadian dollar. However, as a result of the purchase of the controlling interest in Acadian Mining Corporation in Canada in July 2009, the Company’s fiscal 2010 revenue and expenses will be primarily denominated in Canadian dollars (CDN$). ASC Topic 830 “Foreign Currency Matters” 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 July 1, 2009 the functional and reporting currency of the Company is the Canadian dollar. Assets, liabilities and portions of equity were translated at the rate of exchange at July 1, 2009 and portions of equity were translated at historical exchange rates. Revenue and expenses were translated at actual rates. Translation gains and losses were included as part of accumulated other comprehensive loss.

Restatement of comparative numbers was made for the change in functional and reporting currency. The change was adopted prospectively beginning July 1, 2009 in accordance with ASC Topic 830.

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

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

(An Exploration Stage Company)

Consolidated Balance Sheet

	March 31, 2010			June 30, 2009
	CDN$000’s (As restated) (Unaudited)			CDN$000’s

ASSETS

Current Assets
Cash		101			19
Receivables		47			7
Prepaid expenses and deposits		182			-

Total Current Assets		330			26

Non Current Assets
Cash held for site remediation (note 11)		925			-
Property, plant and equipment (note 12)		6,891			-
Investment in non consolidated entity (note 13)		607			745
Mineral rights (note 10)		43,790			-

Total Non Current Assets		52,213			745

Total Assets		52,543			771

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued expenses		1,791			116
Note payable (note 3)		1,000			-
Lease liability		2,099			-
Advances from affiliates (note 3)		3			1,138

Total Current Liabilities		4,893			1,254

Non Current Liabilities

Accrued site remediation (note 14)		2,400			-
Advances from affiliates (note 3)		1,054			-
Deferred tax liability (note 15)		2,624			-

Total Non Current Liabilities		6,078			-

Total Liabilities		10,971			1,254

Commitments (Note 9)

Stockholders’ Equity (Deficit):
Common Stock: $.0001 par value
40,000,000 shares authorized (20,000,000 at June 30, 2009)
22,631,764 and 12,671,413 issued and outstanding		2			1
Additional paid-in-capital		48,183			35,966
Less treasury stock at cost, 250 shares		(19	)		(19	)
Accumulated other comprehensive loss		(372	)		(394	)
Retained profit (deficit) during exploration stage		1,355			(11,289	)
Retained (deficit) prior to exploration stage		(24,748	)		(24,748	)

Golden River Resources Stockholder’s Equity (Deficit)		24,401			(483	)
Non Controlling Interests (note 10)		17,171			-

Total Equity (Deficit)		41,572			(483	)

Total Liabilities and Equity		52,543			771

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 Operations

Three and Nine Months Ended March 31, 2010 and 2009 and for the cumulative period

July 1, 2002 (inception of exploration activities) to March 31, 2010

(Unaudited)

	Three Months Ended March 31, 2010 CDN$000’s (restated)			Three Months Ended March 31, 2009 CDN$000’s			Nine Months Ended March 31, 2010 CDN$000’s (restated)			Nine Months Ended March 31, 2009 CDN$000’s			July 1, 2002 to March 31, 2010 CDN$000’s

Revenues	$	-		$	-		$	-		$	-		$	-

Costs and expenses:

Stock based compensation		-			28			39			145			2,760
Exploration expenditure		386			39			1,670			111			4,981
Depreciation and amortization		134			-			354			-			354
Interest expense, net		2			1			141			1			538
Legal, accounting and professional		119			168			425			227			1,494
Administration expenses		880			31			1,466			100			4,853

Total costs and expenses		1,521			267			4,095			584			14,980


(Loss) from operations		(1,521	)		(267	)		(4,095	)		(584	)		(14,980	)

Foreign currency exchange gain (loss)		(2	)		(26	)		3			(48	)		(156	)

Adjustment to fair value on stepped acquisition (note 10)		-			-			7,433			-			7,433

Gain on bargain purchase (note 10)		-			-			10,305			-			10,305

Other income:

Interest– net, related entity		-			-			-			-			5
– Other		-			1			1			6			11

Profit/(loss) before income tax and equity in profits/(losses) of unconsolidated entities		(1,523	)		(292	)		13,647			(626	)		2,618

Provision for income taxes (note 15)		-			-			(2,624	)		-			(2,624	)

Profit/(loss) before equity in profit/(losses) of unconsolidated entities		(1,523	)		(292	)		11,023			(626	)		(6	)

Equity in profits/(losses) of unconsolidated entities		(92	)		-			234			-			(26	)

Net profit/(loss)		(1,615	)		(292	)		11,257			(626	)		(32	)

Net loss attributable to non-controlling interests		415			-			1,387			-			1,806

Net profit/(loss) attributable to Golden River Resources stockholders		(1,200	)		(292	)		12,644			(626	)		1,774

Basic and diluted net profit/(loss) per common equivalent shares	$	(0.07	)	$	(0.02	)	$	0.77		$	(0.08	)	$	0.44

Weighted number of common equivalent shares used in per share calculation (000’s)		17,783			13,671			16,473			7,795			4,003

The accompanying notes are integral part of the consolidated financial statements

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

Nine Months Ended March 31, 2010 and 2009 and for the cumulative period

July 1, 2002 (inception of exploration activities) to March 31, 2010

(Unaudited)

	2010 (As restated) CDN$000’s			2009 CDN$000’s			July 1, 2002 to Mar 31, 2010 ( As restated) CDN$000’s

CASH FLOWS FROM OPERATING ACTIVITIES

Net profit/(loss)		11,257			(626	)		(32	)

Adjustments to reconcile net profit (loss) to net cash (used) in operating activities
Foreign currency exchange (gain)/ loss		(3	)		27			136
Depreciation /amortization of plant and equipment		354			-			380
Stock based compensation		39			142			2,760
Provision for deferred income tax		2,624			-			2,624
Equity in profits of non-consolidated entities		(234	)		-			26
Adjustment to fair value on stepped acquisition		(7,433	)		-			(7,433	)
Bargain purchase of controlled entities		(10,305	)		-			(10,305	)
Accrued interest added to principal		139			-			312
Net change net of acquisition in:
Receivables		(41	)		12			(47	)
Staking deposit		-			-			22
Prepaid expenses and deposits		(182	)		-			(182	)
Accounts payable and accrued expenses		(606	)		9			(487	)

Net Cash (Used) in Operating Activities		(4,391	)		(436	)		(12,226	)

CASH FLOW FROM INVESTING ACTIVITIES

Acquisition of majority owned subsidiary net of cash acquired		(7,585	)		(998	)		(8,585	)
Purchase of plant and equipment		-			-			(25	)

Net Cash (Used) in Investing Activities		(7,585	)		(998	)		(8,610	)

CASH FLOW PROVIDED BY FINANCING ACTIVITIES

Borrowings from affiliates		5,178			-			6,144
Repayments to affiliates		(3,166	)		-			(3,166	)
Proceeds from issuance of stock		10,764			-			10,764
Repayment of borrowings		(139	)		-			(139	)
Sale of warrants (net)		-			643			4,749
Re-purchase of warrants		(579	)		-			(579	)
Proceeds from loan payable		-			837			3,261

Net Cash Provided by Financing Activities		12,058			1,480			21,034

Effects of Exchange Rate on Cash		-			(25	)		(97	)

Net Increase in Cash		82			21			101
Cash at Beginning of Period		19			7			-

Cash at End of Period		101			28			101
Supplemental Disclosures
Interest Paid		139			-			479

NON CASH FINANCING ACTIVITY
Debt repaid through issuance of shares		-			-			5,771
Stock options recorded as deferred compensation		-			-			1,258
Extinguishment of related party debt Acquisition of subsidiary (note 10)		-			-			593

The accompanying notes are integral part of the consolidated financial statements

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

(An Exploration Stage Company)

Consolidated Statements of Stockholders’ Equity (Deficit)

March 31, 2010

and for the cumulative period July 1, 2002

(inception of exploration activities) to March 31, 2010

(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 Activities			Deferred Compen-sation			Accumulated Other Compre- hensive Loss			Non-Controlling Interests		Total
		000’s	CDN$000’s		CDN$000’s			CDN$000’s			CDN$000’s			CDN$000’s			CDN$000’s			CDN$000’s			CDN$000’s		CDN$000’s

Balance June 30, 2002		635		-	$	(19	)	$	24,061			-		$	(24,748	)		-		$	(461	)		-	$	(1,167	)

Net loss		-		-		-			-		$	(639	)		-			-			-			-		(639	)
Balance June 30, 2003		635		-	$	(19	)	$	24,061		$	(639	)	$	(24,748	)		-		$	(461	)		-	$	(1,806	)

Issuance of 175,398 shares and warrants in lieu of debt repayment		175		-		-		$	2,331			-			-			-			-			-	$	2,331

Sale of 167,000 shares and warrants		167		-		-		$	2,221			-			-			-			-			-	$	2,221

Issuance of 694,306 shares on cashless exercise of options		694		-		-			-			-			-			-			-			-	$	0

Net unrealized (loss) on foreign exchange		-		-		-			-			-			-			-		$	(317	)		-	$	(317	)

Net (loss)		-		-		-			-		$	(1,616	)		-			-			-			-	$	(1,616	)

Balance June 30, 2004		1,671		-	$	(19	)	$	28,613		$	(2,255	)	$	(24,748	)		-		$	(778	)		-	$	813

Issuance of 140,000 options under 2004 stock option plan		-		-		-		$	1,646			-			-		$	(1,646	)		-			-	$	0

Amortization of 140,000 options under 2004 stock option plan		-		-		-			-			-			-		$	1,095			-			-	$	1,095

Net unrealized (loss) on foreign exchange		-		-		-			-			-			-			-		$	(17	)		-	$	(17	)

Net/(loss)		-		-		-			-		$	(3,156	)		-			-			-			-	$	(3,156	)

Balance June 30, 2005		1,671		-	$	(19	)	$	30,259		$	(5,411	)	$	(24,748	)	$	(551	)	$	(795	)		-	$	(1,265	)

To eliminate deferred compensation against Additional Paid-In Capital		-		-		-		$	(551	)		-			-		$	551			-			-	$	0

Issuance of 1,000,000 shares and 2,000,000 options in lieu of debt repayment		1,000		-		-		$	3,321			-			-			-			-			-	$	3,321

Capital gain on shares and options issued in lieu of debt repayment		-		-		-		$	(1,610	)		-			-			-			-			-	$	(1,610	)

Sale of 2,000,000 normal warrants		-		-		-		$	827			-			-			-			-			-	$	827

Sale of 1,000,000 special warrants		-		-		-		$	887			-			-			-			-			-	$	887

Amortization of 140,000 options under 2004 stock option plan		-		-		-		$	532			-			-			-			-			-	$	532

Net unrealized gain on foreign exchange		-		-		-			-			-			-			-		$	369			-	$	369

Net (loss)		-		-		-			-		$	(1,588	)		-			-			-			-	$	(1,588	)

Balance June 30, 2006		2,671		-	$	(19	)	$	33,665		$	(6,999	)	$	(24,748	)	$	-		$	(426	)		-	$	1,473

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

(An Exploration Stage Company)

Consolidated Statements of Stockholders’ Equity (Deficit)

March 31, 2010

and for the cumulative period July 1, 2002

(inception of exploration activities) to March 31, 2010

(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 Activities			Deferred Compen-sation		Accumulated Other Compre- hensive Loss			Non-Controlling Interests			Total
		000’s	CDN$000’s		CDN$000’s			CDN$000’s			CDN$000’s			CDN$000’s			CDN$000’s		CDN$000’s			CDN$000’s			CDN$000’s

Costs associated with sale of normal and special warrants		-		-		-		$	(3	)		-			-			-		-			-		$	(3	)

Amortization of 140,000 options under 2004 stock option plan		-		-		-		$	19			-			-			-		-			-		$	19

Amortization of 465,000 options under 2006 stock option plan		-		-		-		$	510			-			-			-		-			-		$	510

Net unrealized gain on foreign exchange		-		-		-			-			-			-			-	$	48			-		$	48

Net (loss)		-		-		-			-		$	(1,965	)		-			-		-			-		$	(1,965	)

Balance June 30, 2007		2,671	$	-	$	(19	)	$	34,191		$	(8,964	)	$	(24,748	)	$	-	$	(378	)		-		$	82

Amortization of 465,000 options under 2006 stock option plan		-		-		-		$	333			-			-			-		-			-			333

Net unrealized gain on foreign exchange		-		-		-			-			-			-			-	$	27			-		$	27

Net (loss)		-		-		-			-		$	(1,073	)		-			-		-			-		$	(1,073	)

Balance June 30, 2008		2,671	$	-	$	(19	)	$	34,524		$	(10,037	)	$	(24,748	)	$	-	$	(351	)		-		$	(631	)

Amortization of 465,000 options under 2006 stock option plan		-		-		-		$	173			-			-			-		-			-			173

Sale of 10,000,000 shares		10,000	$	1		-		$	681			-			-			-		-			-			682

Net unrealized loss on foreign exchange		-		-		-			-			-			-			-	$	(43	)		-		$	(43	)

Forgiveness of advances from affiliate		-		-		-		$	588			-			-			-		-			-			588

Net (loss)		-		-		-			-		$	(1,252	)		-			-		-			-		$	(1,252	)

Balance June 30, 2009		12,671	$	1	$	(19	)	$	35,966		$	(11,289	)	$	(24,748	)	$	-	$	(394	)		-		$	(483	)

Amortization of 465,000 options under 2006 stock option plan		-		-		-		$	39			-			-			-		-					$	39

Sale of 9,960,351 shares		9,960	$	1		-		$	10,763			-			-			-		-			-		$	10,764

Re-Purchase of warrants		-		-		-		$	(579	)		-			-			-		-			-		$	(579	)

Net unrealised gain on foreign exchange		-		-		-			-			-			-			-	$	22			-		$	22

Net profit		-		-		-			-		$	11,257			-			-		-			-		$	11,257

Adjustment for additional investment in consolidated subsidary		-		-		-		$	1,994			-			-			-		-		$	(1,994	)	$	0

Fair value of non-controlling interest		-		-		-			-			-			-			-		-		$	20,552		$	20,552

Net loss attributable to non-controlling interests		-		-		-			-		$	1,387			-			-		-		$	(1,387	)	$	0

Balance March 31, 2010		22,631	$	2	$	(19	)	$	48,183		$	1,355		$	(24,748	)		-	$	(372	)	$	17,171		$	41,572

The accompanying notes are integral part of the consolidated financial statements

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

March 31, 2010

(1) Organisation

Golden River Resources Corporation (“Golden River Resources”), formerly Bay Resources Ltd, is incorporated in the State of Delaware. The principal shareholders of Golden River Resources are companies associated with the President of Golden River Resources and his spouse. These companies owned 95.41% of Golden River Resources as of March 31, 2010.

During fiscal 1998, Golden River Resources incorporated a further subsidiary, Baynex.com Pty Ltd, under the laws of Australia, Baynex.com Pty Ltd has not traded since incorporation. On August 21, 2000, Golden River Resources incorporated a new wholly owned subsidiary, Bay Resources (Asia) Pty Ltd, a corporation incorporated under the laws of Australia. In May 2002, the Company incorporated a new wholly owned subsidiary, Golden Bull Resources Corporation (formerly 4075251 Canada Inc), a corporation incorporated under the laws of Canada. Golden Bull Resources Corporation is undertaking exploration activities for gold in Canada. On March 8, 2006, shareholders approved the change of the Company’s name to Golden River Resources.

Golden River Resources as part of its business strategy is increasing its gold and base metal exploration activity in Canada and is continually sourcing new ground in Canada which is one of the most prospective areas for new gold discoveries. On March 17, 2009, the Company announced that it had reached agreement with Acadian Mining Corporation (TSX: ADA) ("Acadian") to subscribe in a private placement transaction for up to 338,111,334 common shares ("Offering") in Acadian for aggregate gross investment of up to CDN$10 million. The Offering was contemplated to close in two or more tranches giving Golden River a 68.76% holding of Acadian.

The closing of the first tranche, for an aggregate of CDN$1.0 million (38,111,334 shares) was subject to receipt of the required regulatory approvals, including the approval of the Toronto Stock Exchange which occurred in early June 2009. Upon completion of closing of the initial tranche, the Company was entitled to nominate one member to the board of directors of Acadian and nominated Mr Menachem Vorchheimer. The Company held a 19.9% interest in Acadian at June 30, 2009.

The balance of the subscription by Golden River Resources into Acadian of CDN$9 million (300,000,000 shares at CDN$0.03 per share) was expected to be completed in one or more tranches upon the receipt of all necessary regulatory approvals, approval of the shareholders of Acadian and the satisfaction of certain other conditions precedent, including completion of due diligence by the Company. Acadian obtained approval from its shareholders at its annual meeting in June 2009.

Throughout July 2009, Golden River Resources subscribed for further shares to a value of CDN$4 million and at July 31, 2009, the Company held a 52.764% interest in Acadian. As a result, Golden River Resources has since that time consolidated the results of Acadian. On September 30, 2009, a further closing for an aggregate of CDN$1 million occurred increasing the Company interest in Acadian to 57.145% and during October 2009, Golden River Resources completed its subscription in Acadian by subscribing for shares to the value of CDN$4 million which increased its interest in Acadian to 68.76%.

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

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.

(2) Summary of Significant Accounting Policies

(i)	Functional and Reporting Currency

Restatement of comparative numbers was made for the change in functional and reporting currency. The change was adopted prospectively beginning July 1, 2009 in accordance with ASC Topic 830.

(ii)	Property, plant and equipment

Property, plant and equipment are recorded at cost. Depreciation is provided for on office assets using the declining balance method at the following annual rates (in the year of acquisition one-half of the calculated depreciation is recognized):

Vehicles	30	%
Building	5	%
Office fixtures and computer equipment	20	%

Mine site assets are depreciated on a straight line balance method over the expected life of the mine at thirteen and one half years; assets under capital lease are depreciated on a straight line basis over the four year term of the lease.

All other assets are depreciated over a period covering their estimated useful lives.

(iii) Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash, receivables, accounts payable and accrued expenses, and advances from affiliates. The carrying amounts of cash receivables, accounts payable and accrued expenses approximate their respective fair values due to the short term maturities of these instruments. The fair value of advances 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.

(iv) Lease Liability

Leases meeting certain criteria are accounted for as a capital lease. Imputed interest is charged against income. The capitalised value of the assets is depreciated over the term of the lease. The Company has entered into leasing agreements of four year terms for mining equipment. Obligations under capital lease are reduced by the rental payments net of imputed interest. All other leases are treated as operating leases.

(v) Net Profit/Loss per Share

The Company follows the FASB ASC Topic 260 “Earnings per Share” provisions which require the reporting of both basic and diluted profit/(loss) per share. Basic profit/(loss) per share is computed by dividing net profit/(loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net profit/(loss) per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Anti-dilutive effects on net profit/(loss) per share are excluded.

(vi) Impairment of Long-Lived Assets

The Company accounts for its long-lived assets in accordance with ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”. ASC Topic 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of its assets, including property, plant and equipment and mineral rights, by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, the impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value.

(3) Affiliate Transactions

Golden River Resources advances to and receives advances from various affiliates. All advances between consolidated affiliates are eliminated on consolidation.

During the nine months ended March 31, 2010 and 2009, AXIS advanced the Company CDN$403,729 and CDN$106,967 respectively and provided services in accordance with the service agreement of CDN$281,866 and CDN$90,513 respectively. The amounts owed to AXIS at March 31, 2010 and 2009 was CDN$1,053,524 and CDN$461,373 respectively and are reflected in non-current liabilities – advances from affiliates. During the nine months ended March 31, 2010 and 2009 AXIS did not charge interest. AXIS is affiliated through common management and ownership.

In order to settle the first tranche of the acquisition of Acadian, Wilzed Pty Ltd, a company associated with Mr Joseph I Gutnick, President and Chief Executive Officer of the Company advanced CDN$582,790 (A$650,000) to the Company. The Company repaid the advance on July 24, 2009. Wilzed did not charge interest on the advance.

During the nine months ended March 31, 2010, the Company entered into a subscription agreement with Northern Capital Resources Corp (“NCRC”) whereby NCRC would subscribe, for shares by March 31, 2010, for 8.5 million shares at an issue price of US$1.00 per share to raise US$8.5 million. During September 2009, pursuant to the subscription agreement, the Company has closed in private placement transactions with NCRC, the sale of 5,056,671 shares of common stock at an issue price of US$1.00 per share raising CDN$5,582,790. On March 31, 2010, the Company closed a further private placement transaction with NCRC, by the sale of 4,903,680 shares of common stock at a purchase price of US$1.00 per share for aggregate proceeds of CDN$5,181,196. The proceeds have been utilized to help fund the acquisition of shares in Acadian and for working capital purposes. Mr. Joseph Gutnick is the Chairman and Chief Executive Officer of NCRC and certain companies with which Mr. Gutnick is associated own approximately 45.67% of the outstanding common stock of NCRC. NCRC currently holds approximately 92.74% of the outstanding common stock of the Company. The amount owed to NCRC at March 31, 2010 under current liabilities – advances from affiliates was CDN$3,456.

Acadian shares office facilities with Royal Roads Corp and Buchans River Ltd (non-consolidated entities of Acadian). During the period ended March 31, 2010 Acadian charged CDN$45,000 in common costs to these companies. The amount charged is estimated to be the fair value of the costs. The amount was offset against interest owing to Royal Roads on intercompany advances.

On November 24, 2009, CDN$2,583,459 was repaid to Royal Roads Corp by Acadian on behalf of ScoZinc Ltd, a 100% owned subsidiary of Acadian. Royal Roads Corp charged interest at 10% per annum, payable quarterly. Acadian guaranteed the full amount of the debt and, as security, granted security over all of its assets, including the shares of Royal Roads Corp. that Acadian owns..

During the nine months ended March 31, 2010 Acadian paid CDN$15,000 in consulting fees to a director of Acadian.

Acadian acquired the remaining 50% of the 15 Mile Stream mineral claims for a cash payment of CDN$70,000 and a non-interest bearing note for CDN$1.0 million due July 2010 and a 1% net smelter royalty payable to Mr. Will Felderhof, the former President and CEO of Acadian, and members of his family. Amounts due are reflected in current liabilities – note payable at March 31, 2010. Acadian also paid an amount due to Mr. Felderhof of CDN$9,610.

The Company has the option to extend the terms of the CDN$1.0 million note for a further 12 months for a CDN$100,000 principal payment. During the extension period, the note bears 10% interest calculated monthly.

(4) Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, also known as FASB Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles, (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (“Codification”) as the single source of authoritative US GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative US GAAP for SEC registrants. The subsequent issuances of new standards will be in the form of Accounting Standards Updates (“ASU”) that will be included in the Codification. Generally, the Codification is not expected to change US GAAP. All other accounting literature excluded from the Codification will be considered non-authoritative. This ASC is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company adopted this ASC for its quarter ended September 30, 2009. The adoption did not have any effect on our financial condition or results of operations. All accounting references have been updated, and therefore SFAS references have been replaced with ASC references.

In December 2007, the FASB issued amended ASC Topic 805, Business Combinations. ASC 805 establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired and the liabilities assumed. The provisions of ASC 805 are effective for the Company’s fiscal year beginning July 1, 2009 which applies prospectively to all business combinations entered into on or after such date. Golden River’s acquisition of Acadian (see note 10) was and any other future acquisitions will be impacted by application of this statement.

In April 2008, the FASB issued amended ASC Topic 350, Intangibles - Goodwill and Other (“ASC 350”). ASC 350 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under former SFAS No. 142, Goodwill and Other Intangible Assets. This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. ASC 350 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. The adoption of ASC 350 has had no impact on the Company’s financial position, results of operations, or cash flows.

The Company adopted the “Financial Instruments Topic”, ASC 825 on April 1, 2009. This standard requires disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements.

In April 2009, the FASB issued ASC Topic 320-10-65, “Recognition and Presentation of Other-Than-Temporary Impairments” (“ASC 320-10-65”). ASC 320-10-65 amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. ASC 320-10-65 does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. ASC 320-10-65 is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. ASC 320-10-65 does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, ASC 320-10-65 requires comparative disclosures only for periods ending after initial adoption. The adoption of ASC 320-10-65 has had no impact on the Company’s financial position, results of operations or cash flows.

In May 2009, the Financial Accounting Standards Board (FASB) issued guidance on the accounting for and disclosure of events that occur after the balance sheet date. This guidance was effective for interim and annual financial periods ending after June 15, 2009. In February 2010, the FASB issued Accounting Standards Update (ASU) 2010-09, Subsequent Events: Amendments to Certain Recognition and Disclosure Requirements. This ASU retracts the requirement to disclose the date through which subsequent events have been evaluated and whether that date is the date the financial statements were issued or were available to be issued. ASU 2010-09 requires an entity that is a SEC filer to evaluate subsequent events through the date that the financial statements are issued. ASU 2010-09 is effective for interim and annual financial periods ending after February 24, 2010. The adoption of this guidance did not have an impact on our consolidated financial statements.

Effective July 1, 2009, the Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures. This topic defines fair value, establishes a hierarchal disclosure framework for measuring fair value, and requires expanded disclosures about fair value measurements. The provisions of this topic apply to all financial instruments that are being measured and reported on a fair value basis. The adoption of ASC 820 has not and is not expected to have a material impact on the Company’s financial position or results of operations.

In August 2009, the FASB issued Accounting Standards Update No. (“ASU”) 2009-05, “Measuring Liabilities at Fair Value.” ASU 2009-05 supplements and amends the existing definition of fair value while reintroducing the concept of entry value (amount an entity would receive to enter into an identical liability) into the definition. Additionally, ASU 2009-05 clarifies that restrictions preventing the transfer of a liability should not be considered as a separate input or adjustment in the measurement of its fair value. ASU 2009-05 is effective for the first reporting period, including interim periods, beginning after August 2009. The provisions of ASU 2009-05 do not have a material impact on our consolidated financial statements.

In January 2010, the FASB issued ASU 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10. For those entities that have already adopted FAS No. 160 the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS160. The provisions of ASU 2010-02 did not have a material effect on the financial position, results of operations, or cash flows of the Company.

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements. This ASU requires new disclosures and clarifies certain existing disclosure requirements about fair value measurements. ASU 2010-06 requires a reporting entity to disclose significant transfers in and out of Level 1 and Level 2 fair value measurements, to describe the reasons for the transfers and to present separately information about purchases, sales, issuances and settlements for fair value measurements using significant unobservable inputs. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which is effective for interim and annual reporting periods beginning after June 15, 2010; early adoption is permitted. We do not expect that the adoption of ASU 2010-06 will have a material impact on our financial position, results of operations or cash flows.

(5) Comprehensive Profit (Loss)

The Company follows ASC Topic 220 “Comprehensive Income” (“ASC 220”). ASC 220 requires a company to report comprehensive profit/(loss) and its components in a full set of financial statements. Comprehensive profit/(loss) is the change in equity during a period from transactions and other events and circumstances from non-owner sources, such as unrealized gains (losses) on foreign currency translation adjustments. There are no material differences between net profit/(loss) and other comprehensive profit/(loss) for the periods presented.

(6) Going Concern

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company is in the exploration stage, has sustained recurring losses which raises substantial doubts as to its ability to continue as a going concern.

In addition, the Company has historically relied on loans and advances from corporations affiliated with the President of the Company. 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. As a result, the Company may be required to raise funds by additional debt or equity offerings in order to meet its cash flow requirements during the forthcoming year.

The accumulated deficit of the Company from inception through March 31, 2010 amounted to CDN$23,393,000 of which CDN$1,355,000 is retained profits from July 2002, the date the Company entered the Exploration Stage, through March 31, 2010.

(7) Issue of Options under Stock Option Plan

The Company follows the provisions of ASC Topic 718 Compensation-Stock Compensation (“ASC 718”), which addresses the accounting for share-based payment transactions in which a company receives employee services in exchange for (a) equity instruments of that company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments.

The Company has accounted for all options issued based upon their fair market value using either the Black Scholes or Binomial option pricing method. Prior to 2006, the Company used the Black Scholes option pricing method to determine the fair market value of options issued. In 2006, the Company changed from using the Black Scholes option pricing method to the Binomial option pricing model. The Binomial option pricing model breaks down the time to expiration into a number of steps or intervals and can therefore be used to value American style options, taking into account the possibility of early exercise and reflect changing inputs over time. The options issued in 2006 have three vesting periods and therefore, the Company believed the Binomial option pricing model is a more accurate measure of the fair value of the options.

In October 2004, the Board of Directors and Remuneration Committee of the Company adopted a Stock Option Plan and agreed to issue 140,000 options to acquire shares of common stock in the Company, at an exercise price of US$10.00 per option, subject to shareholder approval which was subsequently received on January 27, 2005. All such options were vested by July 2006. The exercise price of US$10.00 was derived from the issue price of common stock from the placement of shares on September 30, 2004 and is considered by the Company’s Directors to be the fair value of the common stock. The options expire on October 15, 2014.

The Company calculated the fair value of the 140,000 options using the Black Scholes valuation method using a fair value share price of US$10.00, strike price of US$10.00, maturity period of 5 years 7 ½ months, risk free interest rate of 5.15% and volatility of 20%. This equates to a value of US3.185 cents per option. The total value of the options equates to CDN$1,645,780 (US$1,352,820) and such amount was amortized over the vesting period. At March 31, 2010, the options were fully vested.

Consistent with the provisions of ASC 718, the Company recorded the fair value of stock option grants in stockholders equity. Under ASC 718 an equity instrument is not considered to be issued until the instrument vests. Accordingly, as provided in ASC 718 effective July 1, 2005, the Company has reversed CDN$551,000 (US$445,900) being the unamortized restricted stock compensation at June 30, 2005 included in stockholders equity for the unvested portions of stock option grants awarded prior to the effective date of ASC 718.

Since the issue of the options, 60,000 options have lapsed following the termination of participants to the issue.

A summary of the options outstanding and exercisable at March 31, 2010 are as follows:

	Outstanding		Exercisable

Number of options		80,000		80,000

Exercise price		US$10.00		US$10.00

Expiration date	October 15, 2014		October 15, 2014

On October 19, 2006, the Directors of the Company agreed to offer a further 465,000 options under the Stock Option Plan. The options have no issue price, an exercise price of US$3.08, and a latest exercise date of October 19, 2016. The options vest 1/3 on October 19, 2007 (“T1”), 1/3 on October 19, 2008 (“T2”) and 1/3 on October 19, 2009 (“T3”). The Company obtained an external valuation on the options from an unrelated third party.

The Company, through an unrelated third party consultant, has calculated the fair value of the 465,000 options using the binomial option pricing model using a fair value share price of US$3.00, exercise price of US$3.084, expected life T1 - 5 years 6 months, T2 - 6 years, T3 - 6 years 6 months, risk-free interest rate of 4.75% and volatility of 90%. The total value of the options equates to CDN$1,207,860 (US$1,060,200) and such amount was amortised over the vesting period. For the nine months ended March 31, 2010, the amortization amounted to CDN$39,421 and no options were forfeited. At March 31, 2010, the options were fully vested.

Since the issue of the options, 60,000 options have lapsed following the termination of participants to the issue.

A summary of the options outstanding and exercisable at March 31, 2010 are as follows:

	Outstanding		Exercisable

Number of options		405,000		405,000

Exercise price		US$3.08		US$3.08

Expiration date	October 19, 2016		October 19, 2016

(8) Profit(Loss) per share

Basic profit/(loss) per share is computed based on the weighted average number of common shares outstanding during the period. In prior periods the Company had on issue 1,000,000 special warrants which are exercisable at any time until expiration and for no consideration. On July 1, 2009 the Company re-purchased the warrants and immediately cancelled the options.

Profit/(Loss) per share

The Company calculates profit/(loss) per share in accordance with ASC Topic 260, “Earnings per Share”.

The following table reconciles the weighted average shares outstanding used for the computation:

	Nine months ended March 31
	2010		2009
Weighted average shares		‘000s		‘000s

Outstanding - basic		16,473		6,796
- Warrants		-		1,000
Weighted average shares outstanding		16,473		7,796

The following table reconciles the diluted weighted average shares outstanding used for the computation:

	Three months ended March 31
	2010		2009
Diluted weighted average shares		‘000s		‘000s

Basic		17,783		13,671
Effect of employee stock based awards		-		-
Diluted weighted average shares outstanding		17,783		13,671

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.

(9) Commitments

In June 2008, the Company agreed on terms with Tahera Diamond Corporation to obtain full control of the mining properties that are listed in the Tahera/GRR agreement through the issuance of 300,000 shares of common stock and the payment of CDN$86,000. The CDN$86,000 was paid prior to June 30, 2008. . On May 10, 2010 the final agreements were executed and the shares have been issued.

(10) Acquisitions

The transaction was accounted for using the acquisition method required by ASC Topic 805, Business Combinations. On the acquisition date of July 31, 2009, the fair value of the non-controlling interest was CDN$20,553,000. The fair value of non-controlling interest was based on an estimate of the fair value of Acadian’s net assets. The following table summarises the aggregate purchase price allocation and fair value of the non-controlling interest in Acadian as of July 31, 2009:

	CDN$000’s			Fair Value Hierarchy
Cash and cash equivalents		1,414		Level 1
Receivables		45		Level 3
Property, plant & equipment (net)		7,089		Level 3
Prepayments		71		Level 3
Investment in Royal Roads Corp		855		Level 3
Cash held for remediation		925		Level 3
Mineral rights		43,790		Level 3

Fair value of assets		54,189		Level 3

Accounts payable & accrued expenses		(3,152	)	Level 3
Other current liability		(2,099	)	Level 3
Equipment loans payable		(371	)	Level 3
Advance from Royal Roads Corp		(2,654	)	Level 3
Accrued site remediation		(2,400	)	Level 3

Fair value of liabilities		(10,676	)

Net assets acquired		43,513
less: Cash consideration of additional 32.875%		(4,000	)
less: Fair value of previously held equity interest		(8,655	)	Level 1
less: Fair value of non-controlling interest		(20,553	)	Level 1

Bargain purchase gain		10,305

The aggregate value of (a) the purchase price paid for the acquisition of the Acadian shares, (b) the fair value of non-controlling interest in Acadian and (c) the fair value of our previously held equity interest in Acadian before the additional share acquisition was less than the fair value of the net assets acquired, which resulted in a bargain purchase gain, which has been recognised in the Company’s consolidated statement of operations.

As a result of the Company attaining control over Acadian, the Company’s previously held 19.9% interest was remeasured to fair value.

The fair-value of the mineral rights acquired in the acquisition was prepared by an investment banking firm with substantial experience in merger and acquisition transactions including provision of fairness opinions and valuations. Accordingly, the Company has attributed a fair value of CDN$43,790,000 to mineral rights and the inputs categorised as Level 3 inputs under the accounting guidance for fair value measurements.

The fair value of the non-controlling interest was based on the report and inputs categorised as Level 1 inputs under the accounting guidance for fair value measurement.

The fair value of the assets acquired includes receivable which are fair valued using the income approach and inputs categorised as Level 3 inputs under the accounting guidance for fair value measurements. The fair value of property, plant and equipment was based on the value assigned in the investment banker’s report; and for cash held for site remediation is as agreed with the relevant authorities in Canada.

The fair value of the liabilities includes accounts payable and accrued expenses, equipment loans payable, advance from equity accounted associate which were valued based on underlying terms and maturity dates; non-interest bearing liability was valued based on information available. The fair value of accrued site remediation is as agreed with the relevant authorities in Canada and from information provided.

The acquisition of Acadian was achieved in stages. The acquisition date fair value of the equity interest in Acadian immediately before the acquisition date was CDN$8,655,000 (US$8,259,000) and the amount of the gain recognized as a result of remeasuring to fair value the equity interest in Acadian before the business combination amounted to CDN$7,433,000 (US$7,093,000) and has been recognized in the consolidated statement of operations as “Adjustment to fair value on stepped acquisition”.

The gain on the identifiable net assets of Acadian caused a difference in the carrying value of the Company’s Acadian investment between financial reporting and income taxes and resulted in a deferred tax liability (see note 15).

The transaction contemplated several closings and was subject to several pre-conditions including approval by TSX and due diligence. Between the time of entering into the agreement and the acquisition date, world economic conditions have improved, metal prices have increased significantly and world stock markets have rallied. This resulted in significantly higher fair values for the assets of Acadian compared to the values at the time the agreement was entered into. Furthermore, Acadian was in a distressed state at the time the agreement was entered into.

The amount of revenue of Acadian since the acquisition date included in the consolidated statement of operations for the reporting period is CDN$nil and the amount of loss from operations is CDN$4,155,970.

The consolidated statement of operations includes the operations since July 31, 2009, which is the acquisition date. The following unaudited pro-forma information presents the results of operations for the nine months ended March 31, 2010 and 2009, as if the acquisition of Acadian had occurred on July 1, 2008.

	2010 CDN$000’s			2009 CDN$000’s
Revenue		-			-
Net profit(loss)		(2,191	)		(22,147	)
Basic and diluted profit(loss) per share		(0.13	)		(2.84	)

During the quarter ended December 31, 2008, Acadian recorded an impairment charge write off of CDN$19,791,000 based at that time on the review by management of the carrying value of mining assets and investments.

During July, 2009 Acadian recorded a gain on settlement of liabilities under Companies’ Creditors Arrangement Act of CDN$3,104,170 and as at March 31, 2010 Acadian recorded a loss on disposal of leased assets of CDN$311,096

(11) Cash held for Site Remediation

Acadian has agreed with the relevant authorities in Canada to remediate exploration and mine sites to an agreed status at the end of exploration and /or mining operations at the sites. Currently the Company has CDN$925,000 on deposit with the relevant authorities in Canada to cover the cost of this remediation work.

(12) Property, Plant and Equipment

	Cost CDN$		Accumulated Depreciation CDN$		Net CDN$
Office
Building		260,118		4,822		255,296
Automotive equipment		63,015		14,701		48,314
Office fixtures and computer equipment		257,702		37,977		219,725
Land		405,617		-		405,617

		986,452		57,500		928,952

Mine Site
Land		566,950		-		566,950
Building		1,842,204		103,590		1,738,614
Automotive equipment		212,684		28,358		184,326
Equipment		3,636,602		164,537		3,472,065

		6,258,440		296,485		5,961,955

Other		6,589		6,589		-

Balance March 31, 2010		7,251,481		360,574		6,890,907

(13) Investment in Non-Consolidated Entity

At March 31, 2010, Acadian owned approximately 32.7 million shares of Royal Roads Corp. representing 29.18% of the issued and outstanding shares of Royal Roads Corp. The investment is accounted for using the equity method of accounting and is recorded on the consolidated balance sheet at CDN$620,000. The TSX Venture Exchange quoted market value of the investment at March 31, 2010 was CDN$1,962,838. On April 23, 2010, Acadian completed the sale of the investment in Royal Roads Corp. for CDN$1,962,838.

(14) Accrued Site Remediation

Acadian has agreed with the relevant authorities in Canada to remediate exploration and mine sites to an agreed status at the end of exploration and /or mining operations at the sites. The estimated cost of this remediation work is CDN$2,400,000

(15) 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’s net deferred tax liability at March 31, 2010 is summarized as follows:

	CDN$000s
Deferred tax asset
Net operating loss carry forward		2,996
Exploration expenditure		469
		3,465
Less valuation allowance		(3,465	)
		-

Deferred tax liability Investment in subsidiary		(2,624	)
Net deferred taxes		(2,624	)

Total available net operating loss carryforwards in the United States, which are subject to limitations, amount to approximately CDN$5,200,000 at March 31, 2010 and expire in years 2002 through 2009. Net operating loss carryforwards in Canada do not have definite expiration dates.

(16) Restatements of Prior Period Financial Information

The Company has restated its previously issued financial statements and accompanying footnotes as of and for the quarter and nine months ended March 31, 2010 to effect the changes to the fair value of the assets acquired and liabilities assumed after the completion during the fourth quarter of fiscal 2010 of the accounting for the acquisition of Acadian (note 10). In addition, as discussed in note 18, the consolidated financial statements have been restated to give effect to a 10:1 stock split.

The effects of the restatement are shown in the following tables:

Consolidated Balance Sheet March 31, 2010


	CDN$000’s (original)			Company acquisition fair value changes CDN$000’s			CDN$000’s (restated)
ASSETS

Current Assets
Cash		101			-			101
Receivables		47			-			47
Prepaid expenses and deposits		182			-			182

Total Current Assets		330			-			330
Non Current Assets
Cash held for site remediation		925			-			925
Property, plant and equipment		7,148			(257	)		6,891
Investment in non consolidated entity		620			(13	)		607
Mineral rights		86,798			(43,008	)		43,790

Total Non Current Assets		95,491			(43,278	)		52,213

Total Assets		95,821			(43,278	)		52,543
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued expenses		1,791			-			1,791
Note payable		1,000			-			1,000
Lease liability		2,527			(428	)		2,099
Advances from affiliates		3			-			3

Total Current Liabilities		5,321			(428	)		4,893
Non Current Liabilities
Accrued site remediation		2,400			-			2,400
Advances from affiliates		1,054			-			1,054
Deferred tax liability		13,486			(10,862	)		2,624

Total Non Current Liabilities		16,940			(10,862	)		6,078

Total Liabilities		22,261			(11,290	)		10,971
Stockholders’ Equity :
Common Stock: $.0001 par value
40,000,000 shares authorized (20,000,000 at June 30, 2009)
22,631,764 and 12,671,413 issued and outstanding		27			(25	)		2
Additional Paid-in-Capital		55,368			(7,185	)		48,183
Less treasury stock at cost, 250 shares		(19	)		-			(19	)
Accumulated other comprehensive loss		(372	)		-			(372	)
Retained profit during exploration stage		13,076			(11,721	)		1,355
Retained deficit prior to exploration stage		(24,748	)		-			(24,748	)

Golden River Resources Stockholders Equity		43,332			(18,931	)		24,401
Non controlling interests		30,228			(13,057	)		17,171

Total Equity		73,560			(31,988	)		41,572

Total Liabilities and Equity		95,821			(43,278	)		52,543

As a result of restatement of the consolidated balance sheet as of March 31, 2010, total assets decreased from CDN$95,821,000 to CDN$52,543,000. The decrease of total assets was mainly derived from a decrease in mineral rights by CDN$43,008,000. As at date of acquisition, management estimated the provisional fair value of the mineral rights using known information at the time. Subsequently, the Company retained an investment banking firm to provide a formal valuation which has been used in final fair value calculations.

The total liabilities have decreased from CDN$22,261,000 as originally reported to CDN$10,971,000. The decrease in total liabilities was derived mainly from a decrease of CDN$10,862,000 in deferred tax liability.

The total stockholders’ equity was restated from CDN$73,560,000 to CDN$41,572,000. The decrease of total equity was primarily derived from a decrease of CDN$11,721,000 in retained profit during exploration stage and a decrease in non-controlling interests of CDN$13,057,000.

The total liabilities and stockholders’ equity was restated from CDN$95,821,000 to CDN$52,543,000.

Consolidated Statement of Operations Three months ended March 31, 2010

	CDN$000’s (original)			Company Acquisition fair value changes CDN$000s				CDN$000’s (restated)

Revenues	$	-			$	-		$	-
Costs and Expenses:

Exploration expenditure		546				(160	)		386
Depreciation and amortization		160				(26	)		134
Profit on disposal of equipment		(12	)			12			-
Interest expense, net		2				-			2
Legal, accounting and professional		119				-			119
Administration expenses		890				(10	)		880

Total costs and expenses		1,705				(184	)		1,521

(Loss) from operations		(1,705	)			184			(1,521	)

Foreign currency exchange gain (Loss)		(2	)			-			(2	)

(Loss) before income tax and equity in losses of unconsolidated entities		(1,707	)			184			(1,523	)
Equity in (losses) of unconsolidated entities		(92	)			-			(92	)

(Loss) before income tax		(1,799	)			184			(1,615	)
Provision for deferred income tax		-				-			-

Net (Loss)		(1,799	)			184			(1,615	)

Net Loss attributable to non-controlling interests		473				(58	)		415

Net (Loss) attributable to Golden River Resources stockholders		(1,326	)			126			(1,200	)

Basic and diluted net profit/(loss) per common equivalent shares	$	(0.07	)			-		$	(0.07	)

Basic and diluted weighted number of common equivalent shares outstanding (000’s)		17,783							17,783

As a result of the restatement of consolidated statement of operations for the three months ended March 31, 2010, total net loss attributable to Golden River Resources stockholders decreased from CDN$1,326,000 as originally reported to CDN$1,200,000.

Consolidated Statement of Operations Nine months ended March 31, 2010

	CDN$000’s (original)			Company Acquisition fair value changes CDN$000s				CDN$000’s (restated)
Revenues	$	-			$	-		$	-

Costs and Expenses:

Stock based compensation		39				-			39
Exploration expenditure		1,547				123			1,670
Depreciation and amortization		892				(538	)		354
Loss/(profit) on disposal of equipment		247				(247	)		-
Interest expense, net		141				-			141
Legal, accounting and professional		413				12			425
Administration expenses		1,545				(79	)		1,466

Total costs and expenses		4,824				(729	)		4,095

(Loss) from operations		(4.824	)			729			(4,095	)

Foreign currency exchange gain		3				-			3
Adjustment to fair value on stepped acquisition		16,098				(8,665	)		7,433
Gain on bargain purchase		24,626				(14,321	)		10,305
Other Income:
Interest – other		1				-			1

Profit before income tax and equity in profits of unconsolidated entities		35,904				(22,257	)		13,647
Provision for deferred income tax		(13,486	)			10,862			(2,624	)

Profit before equity in profits of unconsolidated enti8ties		22,418				(11,395	)		11,023
Equity in profits of unconsolidated entities		234				-			234

Net Profit		22,652				(11,395	)		11,257
Net profit attributable to non-controlling interests		1,713				(326	)		1,387

Net profit attributable to Golden River Resources stockholders		24,365				(11,721	)		12,644

Basic and diluted net profit per common equivalent shares	$	1.48			$	-		$	0.77

Basic and diluted weighted number of common equivalent shares outstanding (000’s)		16,473				-			16,473

As a result of the restatement of consolidated statement of operations for the nine months ended March 31, 2010, total net profit decreased from CDN$22,652,000 as originally reported to CDN$11,257,000

The decreased loss was mainly composed of a decrease in adjustment to fair value on stepped acquisition of CDN$8,665,000, a decrease in gain on bargain purchase of CDN$14,321,000 and a decrease in provision for income taxes of CDN$10,862,000.

Consolidated Statement of Cash Flows

Nine months ended March 31, 2010

	CDN$000s (Original)			Company Acquisition Fair Value changes CDN$000s			CDN$000s (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES

Net Profit		24,365			(13,108	)		11,257

Adjustments to reconcile net profit to net cash (used) in operating activities attributable to Golden River Resources shareholders
Foreign currency exchange (loss)		(3	)		-			(3	)
Depreciation/amortization of plant and equipment		892			(538	)		354
Loss on disposal of equipment		247			(247	)		-
Stock based compensation		39			-			39
Provision for deferred income tax		13,486			(10,862	)		2,624
Equity in profits of non-consolidated entities		(234	)		-			(234	)
Net loss attributable to non controlling interests		(1,713	)		1,713			-
Adjustment to fair value on stepped acquisition		(16,098	)		8,665			(7,433	)
Bargain purchase of controlled entities		(24,626	)		14,321			(10,305	)
Accrued interest added to principal		139			-			139
Net Change net of acquisition in:
Receivables		(41	)		-			(41	)
Prepayments and deposits		(182	)		-			(182	)
Accounts payable and accrued expenses		(662	)		56			(606	)

Net Cash (used) in Operating Activities		(4,391	)		-			(4,391	)
CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of majority owned subsidiary net of cash acquired		(7,585	)		-			(7,585	)

Net Cash (Used) in Investing Activities		(7,585	)		-			(7,585	)
CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Borrowings from affiliates		5,178			-			5,178
Repayment s from affiliates		(3,166	)		-			(3,166	)
Proceeds from issuance of stock		10,764			-			10,764
Repayment of borrowings		(139	)		-			(139	)
Re-Purchase of warrants		(579	)		-			(579	)

Net Cash Provided by Financing Activities		(12,058	)		-			(12,058	)

Effects of Exchange Rate on Cash		-			-			-

Net Increase in Cash		82			-			82
Cash at Beginning of Period		19			-			19

Cash at End of Period		101			-			101
Supplemental Disclosures
Interest Paid		139			-			139

As a result of the restatement, there was no change in net cash (used) in operating activities. The net CDN$nil change was mainly composed of a decrease in adjustment to fair value on stepped acquisition of CDN$8,665,000, a decrease in gain on bargain purchase price of CDN$14,321,000 and a decrease in a provision for income taxes of CDN $10,862,000.

On September 2, 2010, the Board of Directors of the Company and the holder of a majority of the outstanding shares of Common Stock approved a 1-for-10 reverse stock split of the Common Stock and approved the mailing of an Information Statement to stockholders in relation to the reverse stock split, which became effective on November 1, 2010. The Company has accounted for this reverse stock split and accordingly, all share and per share data has been retroactively restated.

(17) Subsequent Events

The Company has evaluated significant events subsequent to the balance sheet date and has determined that there were no subsequent events or transactions which would require recognition or disclosure in the consolidated financial statements, other than noted herein.

On April 23, 2010, Acadian completed the sale of the 29.18% investment in Royal Roads of 32.7 million shares Corp. for CDN$1,962,838. The investment was accounted for using the equity method of accounting and the approximately recorded value at the date of sale is CDN$556,140. The estimated net gain after expenses and income tax attributable to Golden River Resources stockholders is CDN$596,126.

On May 10, 2010 the agreements with Tahera Diamond Corporation to obtain full control of the mining properties that are listed in the Tahera/GRR agreement were executed. In June 2008, the Company agreed on the terms with Tahera Diamond Corporation to obtain full control of the mining properties that are listed in the Tahera/GRR agreement through the issuance of 300,000 shares of common stock and the payment of CDN$86,000. The CDN$86,000 was paid prior to June 30, 2008 and the shares have been issued.

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

FUND COSTS CONVERSION

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

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

9 months ended March 31, 2009 CDN$1.00 = US$.8007

9 months ended March 31, 2010 CDN$1.00 = US$.9815

9 months ended March 31, 2009 CDN$1.00 = A$1.1720

9 months ended March 31, 2010 CDN$1.00 = A$1.0678

Restatement of comparative numbers was made for the change in functional and reporting currency. The change was adopted prospectively beginning July 1, 2009 in accordance with ASC Topic 830.

The Company’s financial statements are prepared in Canadian dollars (CDN$). A number of the costs and expenses of the Company are incurred in US and Australian dollars and the conversion of these costs to CDN$ means that the comparison of the nine months ended March 31, 2010 to the nine months ended March 31, 2009 does not always present a true comparison.

RESULTS OF OPERATION

Three Months Ended March 31, 2010 vs. Three Months Ended March 31, 2009.

Golden River Resources as part of its business strategy is increasing its gold and base metal exploration activity in Canada and is continually sourcing new ground in Canada which is one of the most prospective areas in for new gold discoveries. On March 17, 2009, the Company announced that it had reached agreement with Acadian Mining Corporation (TSX: ADA) ("Acadian") to subscribe in a private placement transaction for up to 338,111,334 common shares ("Offering") in Acadian for aggregate gross investment of up to CDN$10 million. The Offering was contemplated to close in two or more tranches. Golden River holds 68.765% of Acadian.

As a result of the acquisition of Acadian, commencing at the end of March 2009, there is a lack of comparability between the Company’s results for the nine months ended March 31, 2009 and the nine months ended March 31, 2010. Costs and expenses increased from CDN$267,000 in the three months ended March 31, 2009 to CDN$1,521,000 in the three months ended March 31, 2010.

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

an decrease in legal, accounting and professional expense from CDN$168,000 for the three months ended March 31, 2009 to CDN$119,000 for the three months ended March 31, 2010, primarily as a result of the non-reoccurrence in the three months ended March 31, 2010 of certain legal and accounting costs associated with the acquisition of Acadian Mining that were incurred in the three months ended March 31, 2009. Included within legal, accounting and professional expense for the three months ended March 31, 2010 is CDN$68,000 for Acadian which relates to general legal work, audit and stock transfer costs.

an increase in administration expenses including salaries from CDN$31,000 in the three months ended March 31, 2009 to CDN$880,000 in the three months ended March 31, 2010. Included within administrative expense for the three months ended March 31, 2010 is CDN$699,000 for Acadian which includes head office salaries, rent, office related costs and travel.

an increase in the exploration expenditure expense from CDN$39,000 for the three months ended March 31, 2009 to CDN$386,000 for the three months ended March 31, 2010. The costs related to consultants providing exploration reviews and advice. No field work was undertaken during the three months ended March 31, 2009 or 2010 by the Company on the Slave and Committee Bay properties. Included within exploration expenditure expense for the three months ended March 31, 2010 is work undertaken by Acadian for field exploration activities on its gold properties and certain maintenance work on its Scotia mine which is currently on care and maintenance.

d)	a decrease in stock based compensation from CDN$28,000 for the three months ended March 31, 2009 to CDN$Nil for the three months ended March 31, 2010 as a result of options being fully expensed prior to the current period.

an increase in depreciation and amortization expense from CDN$nil for the three months ended March 31, 2009 to CDN$134,000 for the three months ended March 31, 2010. The depreciation and amortization expense for the three months ended March 31, 2010 relates to the activities of Acadian which is amortizing the mine and mill (which is on care and maintenance), and equipment.

an increase in interest expense from CDN$1,000 for the three months ended March 31, 2009 to CDN$2,000 for the three months ended March 31, 2010. The interest expense, net for the three months ended March 31, 2010 relates to the activities of Acadian which was paying interest on capital debt and the final cost of having the debtor in possession financing in place.

As a result of the foregoing, the loss from operations increased from CDN$267,000 for the three months ended March 31, 2009, to CDN$1,521,000 for the three months ended March 31, 2010.

The Company recorded a foreign currency exchange loss of CDN$2,000 for the three months ended March 31, 2010 compared to a foreign currency exchange loss of CDN$26,000 for the three months ended March 31, 2009.

A decrease in interest income from CDN$1,000 for the three months ended March 31, 2009 to CDN$nil for the three months ended March 31, 2010.

The loss before income taxes and equity in profits/(losses) of unconsolidated entities for the three months ended March 31, 2010 was CDN$1,523,000 compared CDN$292,000 for the three months ended March 31, 2009.

The share of loss in non-consolidated entities for the three months ended March 31, 2010 amounted to CDN$92,000 for which there was no comparable amount in 2009. As noted above, the Company held a 19.89% interest in Acadian at June 30, 2009 which increased to 52.764% at July 31, 2009. The Company accounted for its 19.89% interest in Acadian for the month of July 2009 using the equity method of accounting. Further, the Company via Acadian, held a 29.18% interest in Royal Roads Corp which is also accounted for using the equity method of accounting and its share of the loss of the non-consolidated entities for the three months ended March 31, 2010 was CDN$92,000 (2009: $nil).

The net loss was CDN$1,615,000 for the three months ended March 31, 2010 compared to CDN$292,000 for the three months ended March 31, 2009.

The share of the loss attributable to the non-controlling interests of Acadian amounted to CDN$415,000, for which there was no comparable amount in 2009.

The net loss attributable to Golden River Resources stockholders amounted to CDN$1,200,000 for the three months ended March 31, 2010 compared to CDN$292,000 for the three months ended March 31, 2009.

Nine Months Ended March 31, 2010 vs. Nine Months Ended March 31, 2009.

As a result of the acquisition of Acadian commencing at the end of March 2009, there is a lack of comparability between the Company’s results for the nine months ended March 31, 2009 and the nine months ended March 31, 2010. Costs and expenses increased from CDN$584,000 in the nine months ended March 31, 2009 to CDN$4,095,000 in the nine months ended March 31, 2010.

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

an increase in legal, accounting and professional expense from CDN$227,000 for the nine months ended March 31, 2009 to CDN$425,000 for the nine months ended March 31, 2010, primarily as a result of costs associated with the Company’s SEC and IRS compliance obligations. Included within legal, accounting and professional expense for the nine months ended March 31, 2010 is CDN$71,000 which relates to the Company’s tax compliance work and CDN$103,000 for Acadian which relates to general legal work, audit and stock transfer costs.

an increase in administration expenses including salaries from CDN$100,000 in the nine months ended March 31, 2009 to CDN$1,466,000 in the nine months ended March 31, 2010. Included within administrative expense for the nine months ended March 31, 2010 is CDN$1,122,000 for Acadian which includes head office salaries, rent, office related costs and travel.

an increase in the exploration expenditure expense from CDN$111,000 for the nine months ended March 31, 2009 to CDN$1,670,000 for the nine months ended March 31, 2010. The costs related to consultants providing exploration reviews and advice. No field work was undertaken during the nine months ended March 31, 2009 or 2010 by the Company on the Slave and Committee Bay properties. Included within exploration expenditure expense for the nine months ended March 31, 2010 is work undertaken by Acadian for field exploration activities on its gold properties and certain maintenance work on its Scotia mine which is currently on care and maintenance and CDN$1,000,000 increase in provision for site remediation.

d)	a decrease in stock based compensation from CDN$145,000 for the nine months ended March 31, 2009 to CDN$39,000 for the nine months ended March 31, 2010 as a result of options being fully expensed prior to the current period.

an increase in depreciation and amortization expense from CDN$nil for the nine months ended March 31, 2009 to CDN$354,000 for the nine months ended March 31, 2010. The depreciation and amortization expenses for the nine months ended March 31, 2010 relates to the activities of Acadian which is amortizing the mine and mill (which is on care and maintenance), and equipment.

an increase in interest expense from CDN$1,000 for the nine months ended March 31, 2009 to CDN$141,000 for the nine months ended March 31, 2010. The interest expense, net for the nine months ended March 31, 2010 relates to the activities of Acadian which was paying interest on capital debt and the final cost of having the debtor in possession financing in place.

As a result of the foregoing, the loss from operations increased from CDN$584,000 for the nine months ended March 31, 2009 to CDN$4,095,000 for the nine months ended March 31, 2010.

The Company recorded a foreign currency exchange gain of CDN$3,000 for nine months ended March 31, 2010 compared to a foreign currency exchange loss of CDN$48,000 for the nine months ended March 31, 2009.

The Company also recorded a decrease in interest income from CDN$6,000 for the nine months ended March 31, 2009 to CDN$1,000 for the nine months ended March 31, 2010.

On March 17, 2009, the Company announced that it had reached agreement with Acadian to subscribe in a private placement transaction for up to 338,111,334 common shares ("Offering") in Acadian for aggregate gross investment of up to CDN$10 million. The closing of the first tranche, for an aggregate of CDN$1.0 million (38,111,334 shares) was subject to receipt of the required regulatory approvals, including the approval of the Toronto Stock Exchange which occurred in early June 2009. Throughout July 2009, further closings for an aggregate of CDN$4 million occurred and at July 31, 2009, the Company held a 52.764% interest in Acadian. In accordance with accounting principles generally accepted in the United States of America, the Company calculated the difference between the fair market value and the carrying amount of the Company’s 19.9% interest in Acadian at the acquisition date of July 31, 2009 and recorded an adjustment to fair value on stepped acquisition of CDN$7,433,000.

The Company has recorded a gain on bargain purchase of CDN$10,305,000 which is disclosed separately on the consolidated statement of operations. The gain represents the excess of the fair value of the net assets acquired over (i) fair value of the non controlling interest; (ii) fair value of the equity investment held prior to acquisition; and, (iii) the cash consideration paid. Subsequent to acquiring a majority interest in Acadian, the Company acquired an additional 16.001% interest for CDN$5 million which resulted in the Company’s ownership interest in Acadian being increased from 52.764% to 68.765%. As a result of this additional investment, the Company recorded a credit to Additional Paid-In Capital of CDN$1,994,000. The Company entered into the a fixed price agreement with Acadian in early 2009 to subscribe CDN$10 million for a 68.765% interest in Acadian, at a time when the world stock markets were at a low point given the world economic crisis at that time. The transaction contemplated several closings and was subject to several pre-conditions including approval by TSX and due diligence. Between the time of entering into the agreement and the acquisition date, world economic conditions have improved, metal prices have increased significantly and world stock markets have rallied. This resulted in significantly higher fair values for the assets of Acadian compared to the values at the time the agreement was entered into. Furthermore, Acadian was in a distressed state at the time the agreement was entered into.

The profit before income tax and equity in profits/(losses) of unconsolidated entities for the nine months ended March 31, 2010 was CDN$13,647,000 compared to a loss for the nine months ended March 31, 2009 of CDN$626,000.

The Company has recorded a provision for tax of CDN$2,624,000 for the nine months ended March 31, 2010 compared to a provision for tax of CDN$nil for the nine months ended March 31, 2009, as a result of the acquisition of majority interest in Acadian.

The profit before equity in profits/(losses) of unconsolidated entities for the nine months ended March 31, 2010 was CDN$11,023,000 compared to a loss for the nine months ended March 31, 2009 of CDN$626,000.

As noted above, the Company held a 19.89% interest in Acadian at June 30, 2009 which increased to 52.764% at July 31, 2009. The Company accounted for its 19.89% interest in Acadian for the month of July 2009 using the equity method of accounting. Further, the Company via Acadian, held a 29.18% interest in Royal Roads Corp which is also accounted for using the equity method of accounting and its share of the loss of the unconsolidated entities for the nine months ended March 31, 2010 was CDN$234,000 (2009: $nil).

The net profit was CDN$11,257,000 for the nine months ended March 31, 2010 compared to a net loss of CDN$626,000 for the nine months ended March 31, 2009.

The share of the loss attributable to the non-controlling interests of Acadian amounted to CDN$1,387,000, for which there was no comparable amount in 2009.

The net profit attributable to Golden River Resources stockholders amounted to CDN$12,644,000 for the nine months ended March 31, 2010 compared to a net loss of CDN$626,000 for the nine months ended March 31, 2009.

Liquidity and Capital Resources

For the nine months ended March 31, 2010, net cash used by operating activities was CDN$4,391,000 primarily consisting of the net profit of CDN$11,257,000; adjustment to fair value on stepped acquisition of CDN$7,433,000; gain on bargain purchase of CDN$10,305,000; provision for deferred tax of CDN$2,624,000; an decrease in accounts payable and accrued expenses of CDN$606,000; net cash used in investing activities of CDN$7,585,000 being the net cost of the additional investment in Acadian to 68.765%; and net cash provided by financing activities of CDN$12,058,000 being funds from the sale of common stock of CDN$10,764,000; borrowings from affiliates CDN$5,178,000; repayment to affiliates CDN$3,166,000; re-purchase of warrants CDN$579,000 and repayment of borrowings CDN$139,000.

As of March 31, 2010, the Company had short-term obligations of CDN$4,893,000 comprising accounts payable and accrued expenses, lease liabilities and a note payable.

We have CDN$101,000 in cash at March 31, 2010.

The Company has been funding its investment in its controlled entity through the issuance of common stock, including CDN$10 million raised during the nine months period ended March 31, 2010.

The Company will be required to raise further cash to fund its exploration activities in 2010 and for working capital purposes. In addition, Acadian will be required to raise further cash to fund its exploration activities and for working capital purposes and this may be raised through equity or debt. This may require Golden River Resources to participate in an equity raising or providing debt financing to Acadian.

We are currently investigating capital raising opportunities which may be in the form of either equity or debt, to provide funding for working capital purposes and future exploration programs. There can be no assurance that such a capital raising will be successful, or that even if an offer of financing is received by the Company, it is on terms acceptable to the Company.

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

Certain information contained in this Form 10-Q/A’s forward looking information within the meaning of the Private Securities Litigation Act of 1995 (the “Act”). 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/A report contains forward looking statements relating to future financial results. Actual results may differ as a result of factors over which the Company has no control including, without limitation, the risks of exploration and development stage projects, political risks of development in foreign countries, risks associated with environmental and other regulatory matters, mining risks and competition and the volatility of gold and copper prices, movements in the foreign exchange rate and the availability of additional financing for the Company. Additional information which could affect the Company’s financial results is included in the Company’s Form 10-K on file with the Securities and Exchange Commission.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

At March 31, 2010, the Company had no outstanding loan facilities.

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 third quarter of fiscal 2010 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

(c)

Other

We believe that a controls system, no matter how well designed and operated, can not provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Therefore, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our disclosure controls and procedures are designed to provide such reasonable assurance of achieving our desired control objectives, and our principal executive officer and principal financial officer have concluded, as of March 31, 2010, that our disclosure controls and procedures were effective in achieving that level of reasonable assurance.

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.

Removed and Reserved.

Not Applicable

Item 5.

Other Information.

Not Applicable

Item 6.

Exhibits.

(a)

Exhibit No.

Description

3.1

Amendment to Certificate of Incorporation dated December 14, 2009.

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

(FORM 10-Q/A)

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 11, 2011

EXHIBIT INDEX

Exhibit No.

Description

31.1

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

31.2

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

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002

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