UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 2O549
FORM 10-QSB
(Mark one)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2006 or
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number 0-16097
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GOLDEN RIVER RESOURCES CORPORATION
(formerly BAY RESOURCES LTD)
(Exact name of Registrant as specified in its charter)
Delaware 98-0079697
------------------------------- --------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Level 8, 580 St. Kilda Road, Melbourne, Victoria, 3004 Australia
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 0ll (613) 8532 2860
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Indicate by check mark whether the Registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
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Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes No X
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. There were 16,711,630
outstanding shares of Common Stock as of March 31, 2006.
Transitional Small Business Disclosure Format (Check one) Yes No x
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Table Of Contents
PAGE NO
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements 2
Item 2 Management's Discussion and Analysis or Plan of Operations 10
Item 3 Controls and Procedures 13
PART II OTHER INFORMATION
Item 1 Legal Proceedings 14
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 3 Defaults Upon Senior Securities 14
Item 4 Submission of Matters to a Vote of Security Holders 14
Item 5 Other Information 14
Item 6 Exhibits 14
SIGNATURES 15
EXHIBIT INDEX 16
Exh. 31.1 Certification 17
Exh. 31.2 Certification 19
Exh. 32.1 Certification 21
Exh. 32.2 Certification 22
1
Item 1. FINANCIAL STATEMENTS
Introduction to Interim Financial Statements.
The interim financial statements included herein have been prepared by Golden
River Resources Corporation ("Golden River Resources" or the "Company") without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission (the "Commission"). Certain information and footnote disclosure
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading. These interim
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report on Form 10-KSB for the
year ended June 30, 2005.
In the opinion of management, all adjustments, consisting of normal recurring
adjustments and consolidating entries, necessary to present fairly the financial
position of the Company and subsidiaries as of March 31, 2006, the results of
its operations for the three and nine month periods ended March 31, 2006 and
March 31, 2005, and the changes in its cash flows for the nine month periods
ended March 31, 2006 and March 31, 2005, have been included. The results of
operations for the interim periods are not necessarily indicative of the results
for the full year.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
UNLESS OTHERWISE INDICATED, ALL FINANCIAL INFORMATION PRESENTED IS IN AUSTRALIAN
DOLLARS.
2
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Balance Sheet
March 31, 2006
(Unaudited)
A$000's
---------------
ASSETS
Current Assets
Cash 23
Receivables 85
Prepayments and Deposits 78
---------------
Total Current Assets 186
---------------
Non Current Assets
Property and Equipment, net 12
---------------
Total Non Current Assets 12
---------------
Total Assets 198
===============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable and Accrued Expenses 700
---------------
Total Current Liabilities 700
---------------
Non Current Liabilities
Long-term Advance - Affiliate 1,691
---------------
Total Non Current Liabilities 1,691
---------------
Total Liabilities 2,391
---------------
Stockholders' Equity (Deficit):
Common Stock: $.0001 par value
50,000,000 shares authorized,
16,714,130 issued 2
Less Treasury Stock at Cost, 2,500 shares (20)
Additional Paid-in-Capital 30,245
Other Comprehensive Loss (10)
Retained Deficit during exploration stage (6,008)
Retained Deficit prior to exploration stage (26,402)
---------------
Total Stockholders' Equity (Deficit) (2,193)
---------------
Total Liabilities and Stockholders' Equity (Deficit) 198
===============
See Notes to Consolidated Financial Statements
3
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Operations
Three and Nine Months Ended March 31, 2006 and 2005 and for the cumulative
period July 1, 2002 (inception of exploration activities) to March 31, 2006
(Unaudited)
Three Months Three Months Nine Months Nine Months July 1, 2002
Ended March 31, Ended March 31, Ended March 31, Ended March 31, to
2006 2005 2006 2005 March 31, 2006
A$000's A$000's A$000's A$000's A$000's
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Revenues: $- $- $- $- $-
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Costs and Expenses:
Stock Based Compensation 32 251 168 251 545
Exploration Expenditure 37 45 162 1,233 2,588
Interest Expense, net-related entity 36 19 91 24 390
Interest Expense, other - - 8 - 8
Legal, Accounting and Professional 39 31 78 117 441
Administrative 146 139 461 555 2,002
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290 485 968 2,180 5,974
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(Loss) from Operations (290) (485) (968) (2,180) (5,974)
Foreign Currency Exchange Gain (Loss) (13) 5 (36) 5 (34)
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(Loss) before Income Tax (303) (480) (1,004) (2,175) (6,008)
Provision for Income Tax - - - - -
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(303) (480) (1,004) (2,175) (6,008)
Net (Loss)
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Basic net (Loss) Per Common Equivalent
Shares $(0.02) $(0.03) $(0.06) $(0.13) $(0.50)
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Weighted Number of Common
Equivalent Shares Outstanding (000's) 16,714 16,714 16,714 16,714 12,002
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See Notes to Consolidated Financial Statements
4
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Cash
Flows Nine Months Ended March 31, 2006 and 2005 and for the cumulative period
July 1, 2002 (inception of exploration activities) to March 31, 2006
(Unaudited)
July 1, 2002 to
2006 2005 March 31, 2006
A$000's A$000's A$000's
--------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) (1,004) (2,175) (6,008)
Adjustments to reconcile net (loss) to net cash used
in Operating Activities
Foreign Currency Exchange Loss/(Gain) 36 (5) 33
Depreciation of Plant and Equipment 5 7 15
Stock based compensation 168 251 545
Accrued interest added to principal 76 24 260
Net Change in:
Receivables 41 (45) (85)
Staking Deposit - - 23
Prepayments and Deposits 4 148 (78)
Accounts Payable and Accrued Expenses 52 (5) 208
Short Term Advance - Affiliates - - (36)
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Net Cash (Used) in Operating Activities (622) (1,800) (5,123)
--------------------------------------------
CASH FLOW FROM INVESTING ACTIVITIES
- (6) (27)
Purchase of Plant and Equipment
--------------------------------------------
Net Cash (Used) in Investing Activities - (6) (27)
--------------------------------------------
CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Net Borrowings from Affiliates 643 689 646
Sale of Shares of Common Stock - - 2,253
Proceeds from Loan Payable - - 2,273
--------------------------------------------
Net Cash Provided by Financing Activities 643 689 5,172
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Net Increase (decrease) in Cash 21 (1,117) 22
Cash at Beginning of Period 2 1,118 1
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Cash at End of Period 23 1 23
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Supplemental Disclosures
Interest Paid 15 - 270
NON CASH FINANCING ACTIVITY
Debt repaid through issuance of shares - - 2,273
Stock Options recorded as Deferred Compensation - 575 575
See Notes to Consolidated Financial Statements
5
GODLEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)
March 31, 2006
and for the cumulative period July 1, 2002
(inception of exploration activities) to March 31, 2006
(Unaudited)
Retained Retained
Earnings Earnings
(Deficit) (Deficit) Other
Common Treasury Additional (during the (prior to Deferred Compre-
Stock Stock, at Paid-in Exploration Exploration Compen- hensive
Shares Amount Cost Capital stage) stage) sation Loss Total
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000's A$000's A$000's A$000's A$000's A$000's A$000's A$000's A$000's
Balance June 30, 2002 6,347 $1 $(20) $25,175 - $(26,402) - - $(1,246)
Net loss - - - - $(681) - - - (681)
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Balance June 30, 2003 6,347 $1 $(20) $25,175 $(681) $(26,402) - - $(1,927)
Issuance of 1,753,984
shares and warrants in
lieu of debt repayment 1,754 - - $2,273 - - - - $2,273
Sale of 1,670,000 shares
and warrants 1,670 - - $2,253 - - - - $2,253
Issuance of 6,943,057
shares on cashless
exercise of options 6,943 $1 - $(1) - - - - -
Net unrealised loss on
foreign exchange - - - - - - - $(9) $(9)
Net (loss) - - - - (1,723) - - - $(1,723)
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Balance June 30, 2004 16,714 $2 $(20) $29,700 $(2,404) $(26,402) - $(9) $867
Issuance of 1,400,000
options under 2004 stock
option plan - - - $575 - - $(575) - -
Amortization of 1,400,000
options under 2004 stock
option plan - - - - - - $377 - $377
Net unrealised gain on
foreign exchange - - - - - - - $6 $6
Net/(loss) - - - - (2,600) - - - $(2,600)
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Balance June 30, 2005 16,714 $2 $(20) $30,275 $(5,004) $(26,402) $(198) $(3) $(1,350)
To eliminate deferred
compensation against
Additional Paid-In Capital - - - $(198) - - $198 - -
Amortization of 1,400,000
options under 2004 stock
option plan - - - $168 - - - - $168
Net unrealised gain on
foreign exchange - - - - - - - $(7) $(7)
Net/(loss) - - - - $(1,004) - - - $(1,004)
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Balance March 31, 2006 16,714 $2 $(20) $30,245 $(6,008) $(26,402) $0 $(10) $(2,193)
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See Notes to Consolidated Financial Statements
6
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
March 31, 2006
(1) Organisation
Golden River Resources Corporation ("Golden River Resources"), formerly Bay
Resources Ltd, is incorporated in the State of Delaware. The principal
shareholder of Golden River Resources is Edensor Nominees Proprietary Limited
("Edensor"), an Australian corporation. Edensor owned 32.3% of Golden River
Resources as of March 31, 2006. During fiscal 1998, Golden River Resources
incorporated a further subsidiary, Baynex.com Pty Ltd (formerly Bayou Australia
Pty Ltd), under the laws of Australia. Baynex.com Pty Ltd has not traded since
incorporation. On August 21, 2000, Golden River Resources incorporated a new
wholly owned subsidiary, Bay Resources (Asia) Pty Ltd (formerly Bayou
International Pty Ltd), a corporation incorporated under the laws of Australia.
In June 2002, the Company incorporated a new wholly owned subsidiary, Golden
Bull Resources Corporation (formerly 4075251 Canada Inc), a corporation
incorporated under the laws of Canada. Golden Bull Resources Corporation is
undertaking exploration activities for gold in Canada. On March 8, 2006,
shareholders approved the change of the Company's name to Golden River
Resources.
(2) 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 ending March 31, 2006 and 2005 AXIS Consultants Pty Ltd
("AXIS") an affiliated management company advanced Golden River Resources
A$94,250 and A$243,000 respectively including services provided in accordance
with the service agreement of A$286,141 and A$313,697 respectively and
reimbursed AXIS A$562,569 and A$478,513 respectively for outstanding amounts
including carried forward outstanding amounts. During the nine months ending
March 31, 2006 and 2005 AXIS charged interest of A$19,918 and A$7,665,
respectively, on outstanding balances. The interest rate charged by AXIS for the
nine months ended March 31, 2006 was 9.35% compared to between 10.60% and 10.85%
for the nine months ended March 31, 2005. At March 31, 2006 the Company owed
AXIS A$134,504. These entities are affiliated through common management and
ownership.
Wilzed Pty Ltd, a company associated with the President of the Company, Joseph
Gutnick, provided loan funds to enable the Company to meet its liabilities and
has paid certain expenses on behalf of the Company. During the nine months
ending March 31, 2006, Wilzed loaned the Company A$809,999 and charged interest
of A$71,156. The interest rate charged by Wilzed for the nine months was 9.35%.
At March 31, 2006, the Company owed Wilzed A$1,556,627.
Interest expense incurred on loans and advances due to affiliated entities
approximated A$91,075 and A$23,752 in the nine months ended March 31, 2006 and
2005, respectively.
A$000's
2006
-----------------
(3) Long-Term Advance - Affiliate
Loan from AXIS, a corporation affiliated with the President of
Golden River Resources. Interest accrued at 9.35% being the
ANZ Banking Group Limited rate for overdrafts over $100,000. 134
Loan from Wilzed Pty Ltd, a corporation affiliated with the
President of Golden River Resources. Interest accrued at
9.35% per annum. 1,557
-----------------
1,691
=================
Refer footnote 8.
7
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
March 31, 2006
(4) Going Concern
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplates
continuation of Golden River Resources as a going concern. Golden River
Resources is in the exploration stage, has sustained recurring losses and has a
net working capital deficiency which raises substantial doubts as to its ability
to continue as a going concern. However, Golden River Resources anticipates that
it will be able to defer repayment of obligations until it has sufficient
liquidity to enable these loans to be repaid or other arrangements to be put in
place. In addition Golden River Resources has historically relied on loans and
advances from corporations affiliated with the President of Golden River
Resources. Based on discussions with these affiliate companies, Golden River
Resources believes this source of funding will continue to be available. Other
than the arrangements noted above, Golden River Resources has not confirmed any
other arrangement for ongoing funding. As a result Golden River Resources may be
required to raise funds by additional debt or equity offerings in order to meet
its cash flow requirements during the forthcoming year.
The accumulated deficit of the Company from inception through March 31, 2006
amounted to A$32,410,000 of which A$6,008,000 has been accumulated from July
2002, the date the Company entered the Exploration Stage, through March 31,
2006.
(5) Income Taxes
Golden River Resources should have carry forward losses of approximately US$19.4
million as of June 30, 2005 which will expire in the various years through 2024.
Golden River Resources will need to file tax returns for those years having
losses on which returns have not been filed to establish the tax benefits of the
net operating loss carry forwards. Due to the uncertainty of the availability
and future utilization of those operating loss carry forwards, management has
provided a full valuation against the related tax benefit.
(6) Employment Contract
In October 2004, the Company entered into an employment agreement with a new
Chief Operating Officer. The agreement expires on December 31, 2006 and provides
for an annual salary of US$110,000. As part of this employment contract, the
Company granted options to purchase 750,000 shares of the Company common stock
at US$1.00 per share (see Note 7). The 750,000 options vest as follows: 250,000
immediately, 250,000 on September 1, 2005 and 250,000 on December 31, 2006. The
issue of the second 250,000 and third 250,000 options are subject to
availability of options in the Stock Option Plan.
(7) Issue of Options under Stock Option Plan
In October 2004, the Board of Directors and Remuneration Committee of the
Company adopted a Stock Option Plan and agreed to issue 1,400,000 options and up
to a further 500,000 options to acquire shares of common stock in the Company,
at an exercise price of US$1.00 per option, subject to shareholder approval
which was subsequently received on January 27, 2005. Of the total 1,400,000
options issued, 350,000 vested immediately following shareholder approval,
50,000 vested on March 31, 2005, 333,331 vested on July 27, 2005, 333,334 vested
on January 27, 2006 and the balance of 333,335 will vest on July 27, 2006. If
the additional 500,000 options are granted, 250,000 will vest immediately and
250,000 on December 31, 2006. The exercise price of US$1.00 was derived from the
issue price of common stock from the placement of shares on March 31, 2004 and
is considered by the Company's Directors to be the fair value of the common
stock. The options expire on October 15, 2014.
8
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
March 31, 2006
(7) Issue of Options under Stock Option Plan (Cont'd)
The Company has accounted for all options issued in 2006 based upon their fair
market value using the Black Scholes pricing model. There were no options issued
by the Company in 2005.
The Company has calculated the fair value of the options issued in January 2006
using the Black Scholes valuation method using a share price of US$1.00, strike
price of US$1.00, maturity period of 5 years 7 1/2 months, risk free interest
rate of 5.15% and volatility of 20%. This equates to a value of US31.85 cents
per option. The total value of the options equates to A$575,100 (US$445,900) and
is being amortized over the vesting period. For the three and nine months ended
March 31, 2006, the amortization amounted to A$32,699 and A$168,297
respectively.
On January 1, 2006, the Company adopted revised SFAS No.123, Share-Based
payment, which addresses the accounting for share-based payment transactions in
which a company receives employee services in exchange for (a) equity
instruments of that company or (b) liabilities that are based on the fair value
of the company's equity instruments or that may be settled by the issuance of
such equity instruments. Because the Company had previously adopted the fair
value recognition provisions of SFAS No. 123, the revised standard did not have
a material impact on its financial statements.
Consistent with the provisions of APB No.25, the Company recorded the fair value
of stock option grants in stockholders equity and an offsetting deferred
compensation amount within stockholders equity for the unearned stock
compensation cost. Under SFAS No.123R an equity instrument is not considered to
be issued until the instrument vests. Accordingly, as provided in SFAS No.123R,
the Company has reversed the unamortized restricted stock compensation included
in stockholders equity for the unvested portions of stock option grants awarded
prior to the effective date of SFAS No.123R.
During the nine months ended March 31, 2006, 50,000 options lapsed when Mr P.
Ehrlich resigned as a Director.
A summary of the options outstanding and exercisable at March 31, 2006 are as
follows:
Outstanding Exercisable
Number of options 1,350,000 716,666
Exercise price US$1.00 US$1.00
Expiration date October 15, 2014 October 15, 2014
(8) Events Subsequent to Balance Date
Effective as of May 8, 2006, the Company agreed to issue to Fast Knight Nominees
Pty Ltd (FKN), 10 million shares of common stock and options to purchase 20
million shares of common stock at an exercise price of A$0.20 per share and an
expiration date of April 30, 2011, in repayment of A$2 million in loans from
Wilzed Pty Ltd to the Company. Wilzed is a company that is associated with the
President of the Company, Mr. J. I. Gutnick. Wilzed has agreed to accept the
Shares and Options as satisfaction of the loan and has instructed the Company to
issue the Shares and Options to FKN, a company that is also associated with Mr.
Gutnick.
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FUND COSTS CONVERSION
The consolidated statements of operations and other financial and operating data
contained elsewhere here in and the consolidated balance sheets and financial
results have been reflected in Australian dollars unless otherwise stated.
The following table shows the average rate of exchange of the Australian dollar
as compared to the US dollar and Canadian dollar during the periods indicated:
9 months ended March 31, 2005 A$1.00 = US$0.78
9 months ended March 31, 2006 A$1.00 = US$0.7110
9 months ended March 31, 2005 A$1.00 = CDN$0.94
9 months ended March 31, 2006 A$1.00 = CDN$0.8302
RESULTS OF OPERATION
Three Months Ended March 31, 2006 vs. Three Months Ended March 31, 2005.
Costs and expenses decreased from A$485,000 in the three months March 31, 2005
to A$290,000 in the three months ended March 31, 2006. The Company's financial
statements are prepared in Australian dollars (A$). A number of the costs and
expenses of the Company are incurred in US$ and CDN$ and the conversion of these
costs to A$ means that the comparison of the three months March 31, 2006 to the
three months March 31, 2005 does not always present a true comparison. The
decrease in expenses is a net result of:
a) an increase in interest expense (net) from A$19,000 for the three
months ended March 31, 2005 to A$36,000 for the three months ended
March 31, 2006. AXIS provides management and geological services to
the Company pursuant to a Service Deed dated November 25, 1988. AXIS
charged A$1,552 in interest on outstanding amounts at a rate of 9.35%
for the three months to March 31, 2006 compared to 10.60% and 10.85%
for fiscal 2005. Wilzed loaned further funds to the Company during the
quarter and charged A$34,283 in interest. A$8,000 general interest was
charged on outstanding accounts payable liabilities.
b) an increase in legal, accounting and professional expense from
A$31,000 for the three months ended March 31, 2005 to A$39,000 for the
three months ended March 31, 2006. In the March 31, 2005 quarter,
legal fees were incurred in relation to discussions with external
financiers and preparation of a listing of the Company's securities on
the Toronto Venture Exchange. In the March 31, 2006 quarter,
additional legal fees were incurred in relation to the revision of the
listing application and share registry maintenance fees increased.
c) an increase in administrative costs including salaries from A$139,000
in the three months ended March 31, 2005 to A$146,000 in the three
months ended March 31, 2006, primarily as a result of the reduced
level of activity. Insurance costs incurred by the Company decreased
by A$4,000 and administration salaries charged to the Company by AXIS
increased by A$13,000.
d) a decrease in the exploration expenditure expense from A$45,000 for
the three months ended March 31, 2005 to A$37,000 for the three months
ended March 31, 2006 primarily as a result of reduced exploration
activity. The cost for the three months ended March 31, 2006
represents the salary and benefits of the Vice President, Exploration.
No field exploration has been undertaken during the 2005 field season
due to the high level of field exploration in the 2005 field season
and limited funding.
e) a decrease in stock based compensation from A$251,000 for the three
months ended March 31, 2005 to A$32,699 for the three months ended
March 31, 2006. Following shareholder approval on January 27, 2005 the
Company issued 1,400,000 options pursuant to the 2004 Stock Option
Plan. Of the total 1,400,000 options issued, 350,000 vest immediately
following shareholder approval, 50,000 vest on March 31, 2005, 333,331
vest on July 27, 2005, 333,334 vest on January 27, 2006 and the
balance of 333,335 vest on July 27, 2006. If the additional 500,000
options are granted, 250,000 will vest immediately and 250,000 on
December 31, 2006. The exercise price of US$1.00 was derived from the
issue price of common stock from the placement of shares on March 31,
2004 and is considered by the Company's Directors to be the fair value
of the common stock.
10
The Company has calculated the fair value of the 1,400,000 options
issued in January 2005 using the Black Scholes valuation method using a
share price of US$1.00, strike price of US$1.00, maturity period of 5
years 7 1/2 months, risk free interest rate of 5.15% and volatility of
20%. This equates to a value of US31.85 cents per option or a total of
A$575,100. Of this amount, A$32,699 has been amortised and charged to
operations in the March 2006 quarter.
As a result of the foregoing, the loss from operations decreased from A$485,000
for the three months ended March 31, 2005 to A$290,000 for the three months
ended March 31, 2006.
The net loss was A$303,000 for the three months ended March 31, 2006 compared to
a net loss of A$480,000 for the three months ended March 31, 2005.
Nine Months Ended March 31, 2006 vs. Nine Months Ended March 31, 2005.
Costs and expenses decreased from A$2,180,000 in the nine months March 31, 2005
to A$968,000 in the nine months ended March 31, 2006. The Company's financial
statements are prepared in Australian dollars (A$). A number of the costs and
expenses of the Company are incurred in US$ and CDN$ and the conversion of these
costs to A$ means that the comparison of the nine months March 31, 2006 to the
nine months March 31, 2005 does not always present a true comparison. The
decrease in expenses is a net result of:
a) an increase in interest expense (net) from A$24,000 for the nine
months ended March 31, 2005 to A$99,000 for the nine months ended
March 31, 2006. AXIS provides management and geological services to
the Company pursuant to a Service Deed dated November 25, 1988. AXIS
charged A$20,000 in interest on outstanding amounts at a rate of 9.35%
for the nine months to March 31, 2006 compared to $8,000 for the nine
months to March 31, 2005. Wilzed loaned further funds to the Company
during the nine months and charged A$71,000 in interest. A$8,000
general interest was charged on outstanding accounts payable
liabilities.
b) a decrease in legal, accounting and professional expense from
A$117,000 for the nine months ended March 31, 2005 to A$78,000 for the
nine months ended March 31, 2006. In the nine months period to March
31, 2005, legal fees were incurred in relation to discussions with
external financiers and preparation of a listing of the Company's
securities on the Toronto Venture Exchange. The additional legal costs
incurred in the nine months to March 31, 2006 were for revision of the
listing application.
c) a decrease in administrative costs including salaries from A$555,000
in the nine months ended March 31, 2005 to A$461,000 in the nine
months ended March 31, 2006. In the nine month period to March 31,
2005 external consultants were used to undertake work in respect to
the Company's listing on the Toronto Venture Exchange in Canada. No
such costs were incurred in nine months ended March 31, 2006. Salaries
charged to the Company by AXIS decreased by A$21,000 and insurance
costs incurred by the Company reduced by A$37,000.
d) a decrease in the exploration expenditure expense from $1,233,000 for
the nine months ended March 31, 2005 to $162,000 for the nine months
ended March 31, 2006. The cost for the nine months ended March 31,
2006 represents the salary and benefits of the Vice President,
Exploration and maintenance costs. No field exploration has been
undertaken during the 2005 field season due to the high level of field
exploration in the 2005 field season and limited funding.
e) a decrease in stock based compensation from A$251,000 for the nine
months ended March 31, 2005 to A$168,000 for the nine months ended
March 31, 2006. Following shareholder approval on January 27, 2005 the
Company issued 1,400,000 options pursuant to the 2004 Stock Option
Plan. Of the total 1,400,000 options issued, 350,000 vest immediately
following shareholder approval, 50,000 vest on March 31, 2005, 333,331
vest on July 27, 2005, 333,334 vest on January 27, 2006 and the
balance of 333,335 vest on July 27, 2006. If the additional 500,000
options are granted, 250,000 will vest immediately and 250,000 on
December 31, 2006. The exercise price of US$1.00 was derived from the
issue price of common stock from the placement of shares on March 31,
2004 and is considered by the Company's Directors to be the fair value
of the common stock.
11
The Company has calculated the fair value of the 1,400,000 options
issued in January 2005 using the Black Scholes valuation method using a
share price of US$1.00, strike price of US$1.00, maturity period of 5
years 7 1/2 months, risk free interest rate of 5.15% and volatility of
20%. This equates to a value of US31.85 cents per option or a total of
A$575,100. Of this amount, A$168,000 has been amortized and charged to
operations for the nine month period to March 31, 2006.
As a result of the foregoing, the loss from operations decreased from
A$2,180,000 for the nine months ended March 31, 2005 to A$968,000 for the nine
months ended March 31, 2006.
The net loss was A$1,004,000 for the nine months ended March 31, 2006 compared
to a net loss of A$2,175,000 for the nine months ended March 31, 2005.
Liquidity and Capital Resources
For the nine months ended March 31, 2006, net cash used in operating activities
was A$622,000 primarily consisting of the net loss of A$1,004,000 partially
offset by increases in accounts payable and accrued expenses of A$52,000; a
decrease in receivables of A$41,000; stock based compensation of A$168,000; and
accrued interest added to principal of A$76,000.
As of March 31, 2006 the Company had short-term obligations of A$700,000
comprising accounts payable and accrued expenses.
We have A$23,000 in cash at March 31, 2006. During the nine months to March 31,
2006, a company associated with our President and Chief Executive Officer
provided $643,000 in loan funds to allow us to meet our financial obligations.
The Company anticipates that it needs to spend $500,000 on legal, professional,
accounting and administration expenses over the next 12 months. We are
investigating the possibility of raising "flow through financing" in Canada for
exploration purposes and/or other finance for exploration and working capital
purposes. If this financing is not successful, we anticipate that a company
associated with our President and Chief Executive Officer will provided
sufficient funds to allow us to meet our obligations, however there can be no
assurance that this funding will eventuate.
Effective as of May 8, 2006, the Company agreed to issue to FKN 10 million
shares of Common Stock and options (the "Options") to purchase 20 million shares
of Common Stock at an exercise price of U.S. $0.15426 per share and an
expiration date of April 30, 2011, in repayment of $2.0 million in loans to the
Company from Wilzed.
We have been preparing a listing application for the dual listing of our shares
of common stock on TSX-V. The listing application was lodged with TSX-V in June
2004 and we are currently in the process of responding to questions raised by
TSX-V. We believe that a dual listing of our shares of common stock will provide
liquidity in our shares. There can be no assurance that the dual listing on
TSX-V will eventuate or that such listing will create an increase in the volume
of trading of our shares of common stock.
Other than the arrangements above, the Company has not confirmed any further
arrangements for ongoing funding. As a result, the Company will be required to
raise funds from additional debt or equity offerings in order to meet its cash
flow requirements during the forthcoming year.
The Company will require substantial additional capital over the next year in
order to satisfy existing liabilities and to provide funding to achieve its
current business plan. Failure to obtain such capital could adversely impact the
Company's operations and prospects.
12
Cautionary Safe Harbor Statement under the United States Private Securities
Litigation Reform Act of 1995.
Certain information contained in this Form 10-QSB's forward looking information
within the meaning of the Private Securities Litigation Act of 1995 (the "Act")
which became law in December 1995. In order to obtain the benefits of the "safe
harbor" provisions of the act for any such forwarding looking statements, the
Company wishes to caution investors and prospective investors about significant
factors which among others have affected the Company's actual results and are in
the future likely to affect the Company's actual results and cause them to
differ materially from those expressed in any such forward looking statements.
This Form 10-QSB report contains forward looking statements relating to future
financial results. Actual results may differ as a result of factors over which
the Company has no control including, without limitation, the risks of
exploration and development stage projects, political risks of development in
foreign countries, risks associated with environmental and other regulatory
matters, mining risks and competition and the volatility of gold and copper
prices, movements in the foreign exchange rate and the availability of
additional financing for the Company. Additional information which could affect
the Company's financial results is included in the Company's Form 10-KSB on file
with the Securities and Exchange Commission.
Item 3. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15 as of the end of
the period covered by this report. Based upon that evaluation, such officers
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by the Company in this report is
recorded, processed, summarized and reported on a timely basis.
Internal Control Over Financial Reporting. There have not been any changes in
the Company's internal control over financial reporting during the fiscal
quarter to which this report relates that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
13
PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Not Applicable
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's annual meeting held on March 8, 2006, the stockholders
voted to approve all of management's proposals as follows:
1. For the election of four directors to hold office until our next annual
meeting of stockholders and until their successors have been elected and
qualified, the voting for each nominee was:
Votes
Votes For Withheld
Joseph Isaac Gutnick 14,118,049 -
David Stuart Tyrwhitt 14,118,049 -
Peter James Lee 14,118,049 -
Mordechai Zev Gutnick 14,118,049 -
2. For the approval of a change of the Company's name to Golden River Resources
Corporation:
Votes For Votes Against Abstained
----------------------------------- -------------- ------------------
14,114,848 - 3,201
Item 5. OTHER INFORMATION
Not Applicable
Item 6. EXHIBITS
(a) Exhibit No. Description
----------- -----------
3.1 Amendment to Certificate of Incorporation of the Company
31.1 Certification of Chief Executive Officer required by
Rule 13a-14(a)/15d-14(a) under the Exchange Act
31.2 Certification of Chief Financial Officer required by
Rule 13a-14(a)/15d-14(a) under the Exchange Act
32.1 Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section
906 of Sarbanes-Oxley act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section
906 of Sarbanes-Oxley act of 2002
14
(FORM 10-QSB)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Golden River Resources Corporation
By: /s/Joseph I. Gutnick
----------------------
Joseph I. Gutnick
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/Peter Lee
----------------------
Peter Lee
Peter Lee, Director, Secretary and
Chief Financial Officer
(Principal Financial Officer)
Dated May 10, 2006
15
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
3.1 Amendment to Certificate of Incorporation of the Company
31.1 Certification of Chief Executive Officer required by Rule
13a-14(a)/15d-14(a) under the Exchange Act
31.2 Certification of Chief Financial Officer required by Rule
13a-14(a)/15d-14(a) under the Exchange Act
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
Sarbanes-Oxley act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
Sarbanes-Oxley act of 2002
16