UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

—————————

FORM 10-Q

—————————

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

———————

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended: September 30, 2013
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.

Yes

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).*

Yes

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).

Yes

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were 56,807,283 outstanding shares of Common Stock as of ~~May~~November 12, 2013.

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.

Yes

Table Of Contents

		PAGE NO
PART I.	FINANCIAL INFORMATION
Item 1	Financial Statements	2
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3	Quantitative and Qualitative Disclosures about Market Risk	1615
Item 4	Controls and Procedures	1615
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	1716
Item 1A	Risk Factors	1716
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	1716
Item 3	Defaults Upon Senior Securities	1716
Item 4	Mine Safety Disclosures	1716
Item 5	Other Information	1716
Item 6	Exhibits	1716

SIGNATURES		1817
EXHIBIT INDEX		1918
Exh. 31.1	Certification	2019
Exh. 31.2	Certification	2120
Exh. 32.1	Certification	2221
Exh. 32.2	Certification	2322

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

Introduction to Interim Consolidated Financial Statements.

The interim consolidated financial statements included herein have been prepared by Golden River Resources Corporation (“Golden River Resources” or the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”). Certain information and footnote disclosure normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These interim consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, ~~2012~~2013.

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~~September 3130, 2013, the results of its consolidated statements of comprehensive ~~income~~(loss) for the three ~~and nine~~ month periods ended ~~March~~September 3130, 2013 and ~~March~~September 3130, 2012 and for the cumulative period July 1, 2002 (inception of exploration activities) to ~~March~~September 3130, 2013, and the changes in its consolidated cash flows for the ~~nine~~three month period ended ~~March~~September 3130, 2013 and ~~March~~September 3130, 2012 and for the cumulative period July 1, 2002 (inception of exploration activities) to ~~March~~September 3130, 2013 have been included. The results of consolidated operations for the interim periods are not necessarily indicative of the results for the full year.

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

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, 2013			June 30, 2012
	September 30, 2013			June 30, 2013
	CDN$000’s			CDN$000’s
ASSETS
Current Assets:
Current Assets
Cash		~~205~~3			75656
Receivables		28			102
Investment in marketable security		452			449
Prepaid expenses and deposits		10			134
Receivables		15			15
Total Current Assets		243			311
Prepaid expenses and deposits		2			1
Non Current Assets:
Total Current Assets		472			1,121
Cash held for site remediation		-			109
Non-Current Assets
Property, plant and equipment		-			726
Advances receivable		142			142
Receivables – affiliates		1,321			479
Total Non-Current Assets		142			142
Investment in and receivable from other entity		1,105			-
Total Assets		614			1,263
Mineral rights		-			4,181
LIABILITIES AND STOCKHOLDERS' EQUITY
Total Non Current Assets		2,426			5,495
Current Liabilities
Total Assets		2,669			5,806
Accounts payable and accrued expenses		144			149
LIABILITIES
Total Current Liabilities		144			149
Current Liabilities:
Total Liabilities		144			149
Accounts payable and accrued expenses		136			425
Convertible debenture		-			121
Total Current Liabilities		136			546
Total Liabilities		136			546
Stockholders’ Equity:
Common Stock: $.0001 par value
400,000,000 shares authorized
56,807,408 and 56,807,408 issued		5			5
56,807,408 and 56,807,408 issued and outstanding		5			5
Additional paid-in-capital		52,171			52,~~170~~171
Less treasury stock at cost, 125 shares		(19	)		(19	)
Retained (deficit) during exploration stage		(2426,~~415~~478	)		(2725,~~878~~834	)
Retained (deficit) prior to exploration stage		(25,209	)		(25,209	)
Golden River Resources Stockholders’ Equity/(Deficit)		2,533			(931	)
Total Stockholders’ Equity		470			1,114
Non Controlling Interests of discontinued operations		-			6,191
Total Liabilities and Stockholders’ Equity		614			1,263
Total Equity		2,533			5,260
Total Liabilities and Equity		2,669			5,806

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

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

(An Exploration Stage Company)

Consolidated Statements of Comprehensive Income

Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2013 and 2012 and for the cumulative period

July 1, 2002 (inception of exploration activities) to ~~March~~September 3130, 2013

(Unaudited)

	Three Months Ended March 31, 2013 CDN$000’s			Three Months Ended March 31, 2012 CDN$000’s			Nine Months Ended March 31, 2013 CDN$000’s			Nine Months Ended March 31, 2012 CDN$000’s			July 1, 2002 to March 31, 2013 CDN$000’s
	Three Months Ended September 30, 2013 CDN$000’s			Three Months Ended September 30, 2012 CDN$000’s			July 1, 2002 to September 30, 2013 CDN$000’s
Revenues	$	$-		$	$-		$	$-		$	-		$	-
Costs and expenses:
Stock based compensation		-			-			-2,760			-			~~2,760~~
Exploration expenditure		-			22-			-4,537			~~119~~			~~4,537~~
Interest expense (income), net		-			-			-397			-			~~397~~
Legal, accounting and professional		4619			6522			962,152			~~114~~			~~2,082~~
Administration expenses		1945			~~(130~~82	)		~~330~~4,447			~~(10~~	)		~~4,349~~
Total costs and expenses		6564			~~(43~~104	)		~~426~~14,293			~~223~~			~~14,125~~
(Loss)/profit from operations		(65	)		43			(426	)		(223	)		(14,125	)
Foreign currency exchange gain/(loss)		2			(3	)		(550	)
Foreign currency exchange gain/(loss)		24			(56	)		9			(76	)		(434	)
Loss on sale of equity investment and impairment charge		-			-			(867	)
Loss on sale of equity investment and impairment charge		(214	)		-			(607	)		-			(867	)
Allowance for doubtful debt		(586	)		-			(2,785	)
Allowance for doubtful debt		(732	)		-			(732	)		-			(732	)
Gain on marketable investment		3			-			299
Other income:
Interest income – net, related entity		-			-			-5			-			5
– Other		91			-			2612			-			37
(Loss) from continuing operations before income taxes		(~~978~~644	)		(13107	)		(118,~~730~~179	)		~~(299~~	)		~~(16,116~~	)
Benefit for deferred income taxes		-			-			-			~~6,373~~			-
Net profit/(loss) from continuing operations		(978	)		(13	)		(1,730	)		6,074			(16,116	)
Net (loss) from continuing operations		(644	)		(107	)		(18,179	)
Discontinued Operations
Gain on disposal of discontinued operations		-			-			5,542			-			~~5,542~~
Equity in profits of unconsolidated entities		-			-			-234			-			~~234~~
Net profit/(loss) from discontinued operations		-			(621	)		(662	)		(36,012	)		(10,501	)
Net (loss) from discontinued operations		-			(667	)		(10,501	)
Impairment of mineral rights		-			-			-(35,583	)		-			~~(35,583~~	)
Adjustment to fair value on stepped acquisition		-			-			-7,433			-			~~7,433~~
Gain on bargain purchase		-			-			-10,305			-			~~10,305~~
Net profit/(loss) attributable to non-controlling interests of discontinued operations		-			266			313			10,191			14,182
Net income attributable to non-controlling interests of discontinued operations		-			318			14,182
Net profit/(loss) from discontinued operations		-			(355	)		5,193			(25,821	)		(8,388	)
Net (loss) from discontinued operations		-			(349	)		(8,388	)
Net profit/(loss) attributable to Golden River Resources stockholders		(978	)		(368	)		3,463			(19,747	)		(24,504	)
Net (loss) attributable to Golden River Resources stockholders		(644	)		(456	)		(26,567	)
Other comprehensive income:
Foreign currency translation adjustments		-			-			-89			-			89
Comprehensive income/ (loss) attributable to Golden River Resources stockholders		(978	)		(368	)		3,463			(19,747	)		(24,415	)
Comprehensive (loss) attributable to Golden River Resources stockholders		(644	)		(456	)		(26,478	)
Amounts attributable to Golden River Resources stockholders:
Basic and diluted net gain/(loss) per common equivalent share
Basic and diluted (loss) per common equivalent share
Net gain/(loss) from continuing operations per share		(0.02	)		(0.00	)		(0.03	)		0.11			(0.98	)
Net (loss) from continuing operations per share		(0.01	)		-			(0.99	)
Net gain/(loss) from discontinued operations per share		-			(0.01	)		0.09			(0.45	)		(0.51	)
Net (loss) from discontinued operations per share		-			(0.01	)		(0.46	)
Basic and diluted net gain/(loss) per common equivalent shares		(0.02	)		(0.01	)		0.06			(0.35	)		(1.49	)
Basic and diluted net (loss) per common equivalent shares		(0.01	)		(0.01	)		(1.45	)
Weighted average number of common equivalent shares used per share calculation		56,807			56,807			5618,~~807~~233			~~56,807~~			~~16,435~~

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

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

~~Nine~~Three Months Ended ~~March~~September 3130, 2013 and 2012 and for the cumulative period

July 1, 2002 (inception of exploration activities) to ~~March~~September 3130, 2013

(Unaudited)

	Nine Months Ended March 31, 2013 CDN$000’s			Nine Months Ended March 31, 2012 CDN$000’s			July 1, 2002 to March 31, 2013 CDN$000’s
	Three Months Ended September 30, 2013 CDN$000’s			Three Months Ended September 30, 2012 CDN$000’s			July 1, 2002 to September 30, 2013 CDN$000’s
CASH FLOW FROM OPERATING ACTIVITIES – CONTINUING OPERATIONS
CASH FLOW FROM OPERATING ACTIVITIES
Net income/(loss)		(1,730	)		6,074			(16,116	)
Net (loss) attributable to Golden River stockholders		(644	)		(456	)		(26,567	)
Adjustments to reconcile net income/(loss) to net cash (used) in operating activities
Adjustments to reconcile net income attributable to Golden River stockholders to net cash (used) in operating activities
Foreign currency exchange (gain)/loss		(92	)		763			~~434~~550
Stock based compensation		-			-			2,721
(Benefit) for deferred income taxes		-			(6,373	)		-
Loss on equity investment		-			-			867
Loss on equity investment		607			-			867
(Loss)/gain on sale /revaluation of marketable investment		(3	)		-			(299	)
Allowance for doubtful debt		~~732~~586			-			~~732~~2,785
Gain on disposal of discontinued operations		-			-			(5,542	)
Accrued interest added to principal		-			-			173
Net change net of disposition and acquisition in:
Receivables		61-			(10252	)		(~~873~~860	)
Staking deposit		-			-			22
Prepaid expenses and deposits		26(1	)		(410	)		(132	)
Accounts payable and accrued expenses		(~~208~~5	)		(~~232~~115	)		(4850	)
Net Cash (Used) in Operating Activities		(~~521~~69	)		(~~469~~810	)		(1226,~~101~~202	)
CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of majority owned subsidiary, net of cash acquired		-			~~(80~~-	)		(11,555	)
Proceeds of disposal of subsidiary(net)		~~2,430~~-			~~1,618~~-			4,048
Proceeds from sale of marketable securities		-			-			783
Purchase of plant and equipment		-			-			(25	)
Net Cash Provided by/(Used) In Investing Activities		2,430			1,538			(7,532	)
Net Cash (Used) In Investing Activities		-			-			(6,749	)
CASH FLOW FROM FINANCING ACTIVITIES
Borrowings from affiliates		~~540~~65			~~467~~461			6,~~393~~458
Advances and repayments to affiliates		(~~2,257~~651	)		~~(597~~-	)		(78,~~721~~625	)
Proceeds from issuance of stock		-			-			13,861
Sale of warrants (net)		-			-			4,749
Re-purchase of warrants		-			-			(579	)
Proceeds from loan payable		-			-			3,261
Net Cash Provided by/(Used) In Financing Activities		(~~1,717~~586	)		~~(130~~461	)		19,~~964~~125
Discontinued Operations
DISCONTINUED OPERATIONS
Net gain/(loss)		5,193			(1,913	)		(8,388	)
Operating activities		-			(536	)		14,601
Operating activities		349			1,913			13,930
Investing activities		-			825			109
Gain on disposal of subsidiary		(5,542	)		-			(5,542	)
Financing activities		-			60			(780	)
Net cash flows provided by discontinued operations		-			-			-
Net cash flows Provided By discontinued operations		-			349			13,930
Effects of Exchange Rate on Cash		2			(472	)		(~~126~~101	)
Net Increase/(Decrease) in Cash		~~194~~(653	)		~~892~~(2	)		~~205~~3
Cash at Beginning of Period		11656			11			-
Total Cash at End of Period		~~205~~3			~~903~~9			~~205~~3
Supplemental Disclosures
Interest Paid		-			-			340
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		-			-			593
Stock issued for acquisition of properties		-			-			627

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

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

(An Exploration Stage Company)

Consolidated Statements of Stockholders’ Equity (Deficit)

~~March~~September 3130, 2013

and for the cumulative period July 1, 2002

(inception of exploration activities) to ~~March~~September 3130, 2013

(Unaudited)

	Shares		Common Stock Amount		Treasury Stock, at Cost			Additional Paid-in Capital			Retained Profit/(Deficit) during the Exploration stage			Retained (Deficit) prior to Exploration stage			Deferred Compen- sation			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

Balance June 30, 2002		635		-	$	(19	)	$	24,061			-		$	(25,209	)		-			-	$	(1,167	)

Net (loss)		-		-					-		$	(639	)		-			-			-		(639	)

Balance June 30, 2003		635		-	$	(19	)	$	24,061		$	(639	)	$	(25,209	)		-			-	$	(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 (loss)		-		-		-			-		$	(1,933	)		-			-			-	$	(1,933	)

Balance June 30, 2004		1,671		-	$	(19	)	$	28,613		$	(2,572	)	$	(25,209	)		-			-	$	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 (loss)		-		-		-			-		$	(3,173	)		-			-			-	$	(3,173	)

Balance June 30, 2005		1,671		-	$	(19	)	$	30,259		$	(5,745	)	$	(25,209	)	$	(551	)		-	$	(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 (loss)		-		-		-			-		$	(1,219	)		-			-			-	$	(1,219	)

Balance June 30, 2006		2,671		-	$	(19	)	$	33,665		$	(6,964	)	$	(25,209	)	$	-			-	$	1,473

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

(An Exploration Stage Company)

Consolidated Statements of Stockholders’ Equity (Deficit)

~~March~~September 3130, 2013

and for the cumulative period July 1, 2002

(inception of exploration activities) to ~~March~~September 3130, 2013

(Unaudited) Continued

	Shares		Common Stock Amount		Treasury Stock, at Cost			Additional Paid-in Capital			Retained Profit/(Deficit) during the Exploration stage			Retained (Deficit) prior to Exploration stage			Deferred Compen- sation		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

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 (loss)		-		-		-			-		$	(1,917	)		-			-		-		$	(1,917	)

Balance June 30, 2007		2,671	$	-	$	(19	)	$	34,191		$	(8,881	)	$	(25,209	)	$	-		-		$	82

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

Net (loss)		-		-		-			-		$	(1,046	)		-			-		-		$	(1,046	)

Balance June 30, 2008		2,671	$	-	$	(19	)	$	34,524		$	(9,927	)	$	(25,209	)	$	-		-		$	(631	)

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

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

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

Net (loss)		-		-		-			-		$	(1,295	)		-			-		-		$	(1,295	)

Balance June 30, 2009		12,671	$	1	$	(19	)	$	35,966		$	(11,222	)	$	(25,209	)	$	-		-		$	(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

Issuance of 300,000 shares as part purchase price of mining properties		300		-		-		$	627			-			-			-		-		$	627

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

Net (loss) from continuing operations		-		-		-			-		$	(4,206	)		-			-		-		$	(4,206	)

Net profit from discontinued operations		-		-		-			-		$	14,489			-			-		-		$	14,489

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

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

Net (loss) attributable to non-controlling interests		-		-		-			-		$	1,404			-			-	$	(1,404	)		-

Balance June 30, 2010		22,931	$	2	$	(19	)	$	48,810		$	465		$	(25,209	)	$	-	$	17,154		$	41,203

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

(An Exploration Stage Company)

Consolidated Statements of Stockholders’ Equity (Deficit)

~~March~~September 3130, 2013

and for the cumulative period July 1, 2002

(inception of exploration activities) to ~~March~~September 3130, 2013

(Unaudited) Continued

	Shares		Common Stock Amount		Treasury Stock, at Cost			Additional Paid-in Capital			Retained Profit/(Deficit) during the Exploration stage			Retained (Deficit) prior to Exploration stage			Deferred Compen- sation		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
Issue of 33,875,000 shares		33,876	$	3		-		$	3,094			-			-			-		-		$	3,097
Amortization of 800,000 options under employee stock option plan		-		-		-		$	162			-			-			-		-		$	162
Net (loss) from continuing operations		-		-		-			-		$	(4,827	)		-			-		-		$	(4,827	)
Net (loss) from discontinued operations		-		-		-			-		$	(2,948	)		-			-		-		$	(2,948	)
Adjustment for additional investment in consolidated subsidiary		-		-		-		$	1,512			-			-			-	$	(1,512	)	$	0
Adjustment due to issue of shares by subsidiary		-		-		-			-			-			-			-	$	10		$	10
Net (loss) attributable to non-controlling interests		-		-		-			-		$	846			-			-	$	(846	)	$	0
Balance June 30, 2011		56,807	$	5	$	(19	)	$	53,578		$	(6,464	)	$	(25,209	)	$	-	$	14,806		$	36,697
Amortization of 1,100,000 options under employee stock option plan		-		-		-		$	58			-			-			-		-		$	58
Net profit from continuing operations		-		-		-			-		$	5,958			-			-		-		$	5,958
Net (loss) from discontinued operations		-		-		-			-		$	(38,991	)		-			-		-		$	(38,991	)
Adjustment for additional investment in consolidated subsidiary		-		-		-		$	168			-			-			-	$	(248	)	$	(80	)
Adjustment for sale of investment in consolidated subsidiary		-		-		-		$	(1,634	)		-			-			-	$	3,252		$	1,618
Net (loss) attributable to non-controlling interests		-		-		-			-		$	11,619			-			-	$	(11,619	)	$	0
Balance June 30, 2012		56,807	$	5	$	(19	)	$	52,170		$	(27,878	)	$	(25,209	)	$	-	$	6,191		$	5,260
Amortization of 1,100,000 options under employee stock option plan		-		-		-		$	1			-			-			-		-		$	1
Net (loss) from continuing operations		-		-		-			-		$	(13,~~730~~149	)		-			-		-		$	(13,~~730~~149	)
Net profit from discontinued operations		-		-		-			-		$	4,880			-			-		-		$	4,880
Net income from discontinued operations		-		-		-			-		$	4,880			-			-		-		$	4,880
Adjustment for deconsolidation of subsidiary		-		-		-			-			-			-			-	$	(5,878	)	$	(5,878	)
Net profit attributable to non-controlling interests		-		-		-			-		$	313			-			-	$	(313	)	$	0
Net income attributable to non-controlling interests		-		-		-			-		$	313			-			-	$	(313	)	$	0
Balance March 31, 2013		56,807	$	5	$	(19	)	$	52,171		$	(24,415	)	$	(25,209	)	$	-	$	-		$	2,533
Balance June 30, 2013		56,807	$	5	$	(19	)	$	52,171		$	(25,834	)	$	(25,209	)	$	-	$	-		$	1,114
Net (loss) from continuing operations		-		-		-			-			(644	)		-			-		-			(644	)
Balance September 30, 2013		56,807	$	5	$	(19	)	$	52,171		$	(26,478	)	$	(25,209	)	$	-	$	-		$	470

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

GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

~~March~~September 3130, 2013

1. Organisation

Golden River Resources Corporation (“Golden River Resources”) is incorporated in the State of Delaware. The principal shareholder of Golden River Resources is Northern Capital Resources ~~Corporation~~Corp (“NCRC”) which owned 96.662% of Golden River Resources as of ~~March~~September 3130, ~~2012~~2013.

Golden River Resources is a gold exploration company ~~focusing its activities in Canada~~. On March 17, 2009, the Company announced that it had reached agreement with Acadian Mining Corporation (TSX: ADA) ("Acadian") to subscribe in private placement transactions for common shares in Acadian and since that time, it acquired an interest by June 30, 2011 of 71.48%. InDuring ~~February~~ 2012, itthe Company acquired 0.48% of Acadian, sold 19.9% of Acadian and ~~since~~at ~~that~~June ~~time~~30, 2012 it ~~has~~held 52.06% of Acadian. During fiscal 2013, it sold a further 3751.1156% ~~interest~~ and at ~~March~~June 3130, 2013, it ~~holds~~held 12a 0.6250% ofinterest in Acadian. ~~Golden~~ ~~River~~On ~~Resources~~September ~~has~~18, ~~given~~2013, ~~notice~~the ~~under~~Company ~~the~~converted ~~Canadian~~a ~~early~~convertible ~~warning~~note ~~regime~~of ~~that~~CDN$420,000 itinto ~~intends~~3,500,000 toshares ~~sell~~in aAcadian ~~further~~thus increasing its equity interest in Acadian to 6.53%. On October 11, 2013 Acadian and ifLionGold itCorp. ~~proceeds~~Ltd. ~~with~~("LionGold") announced that ~~sale~~they concluded the arrangement by which LionGold, through its wholly-owned subsidiary LionGold Mining Canada Inc. (formerly 9286-0931 Québec Inc.) acquired all of the common shares of Acadian that it ~~will~~did ~~hold~~not already own. As a result, effective October 11, 2013, the Company no longer has an equity interest in Acadian ~~(Note 8)~~.

The financial statements presented herein have been prepared on a consolidated basis to include the accounts of Golden River Resources and its ~~subsidiary~~other subsidiaries (collectively “the Company”). All intercompany balances and transactions have been eliminated in consolidation. ~~Certain prior year amounts have been reclassified to conform to current year presentation, including amounts related to discontinued operations.~~

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

InThe ~~November~~Company's ~~2010,~~consolidated ~~Acadian~~financial ~~consolidated~~statements ~~its~~are ~~outstanding~~prepared ~~common~~using ~~shares~~generally onaccepted accounting principles applicable to a ~~basis~~going ofconcern, ~~one~~which ~~post-consolidation~~contemplates ~~share~~the ~~for~~realization ~~every~~of ~~ten~~assets ~~pre-consolidation~~and ~~shares~~liquidation asof ~~approved~~liabilities byin the ~~shareholders~~normal course of ~~Acadian~~business. ~~Acadian’s~~However, ~~common~~Golden ~~shares~~River Resources is an exploration stage company which has not yet commenced ~~trading~~revenue onproducing aoperations ~~consolidated~~and ~~basis~~has onsustained ~~November~~recurring ~~17,~~losses ~~2010.~~since ~~All~~inception, ~~comparative~~all ~~figures~~of ~~have~~which ~~been~~raises ~~retroactively~~substantial ~~adjusted~~doubt as ifto ~~this~~its ~~share~~ability ~~consolidation~~to ~~occurred~~continue onas ~~January~~a 1,going ~~2010~~concern.

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

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

Other than the arrangements noted above, the Company has not confirmed any other arrangement for ongoing funding. The Company’s ability to continue operations ~~through fiscal 2013~~ is dependent upon future funding from capital raisings, or its ability to commence revenue producing operations and positive cash flows.

2. Recent Accounting Pronouncements

~~Management~~The ~~believes~~Company has implemented all new accounting pronouncements that ~~there~~are ~~were~~in noeffect. ~~recently~~These ~~issued~~pronouncements ordid not ~~yet~~have ~~effective~~any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that ifhave ~~adopted,~~been ~~would~~issued that might have a material ~~effect~~impact on ~~the~~its ~~accompanying~~ consolidated financial ~~statements~~position or results of operations.

3. Affiliate Transactions

Golden River Resources advances to and receives advances from various affiliates.

The Company has entered into an agreement with AXIS Consultants Pty Ltd (“AXIS”) to provide geological, management and administration services to the Company. AXIS is affiliated through common management. The Company is one of ten affiliated companies to which AXIS provides services. Each of the companies has some common Directors, officers and shareholders. Golden River Resources holds a 9.09% interest in AXIS at a cost of A$1 and is accounted for under the cost method. Any profits generated by AXIS are returned to its shareholders in the form of dividends.

During the ~~nine~~three months ended ~~March~~September 3130, 2013, AXIS ~~repaid the Company CDN$540,000 and~~ provided services in accordance with the service agreement of CDN$~~291~~33,000, ~~and~~AXIS ~~the~~repaid ~~Company~~Golden ~~advanced~~River ~~AXIS~~Resources CDN$132,~~212,~~000. ~~The~~and ~~amount~~the ~~owed~~Company byadvanced AXIS ~~at March 31, 2013 was~~ CDN$~~860~~651,000. At ~~March~~June 3130, 2013, management considered the recoverability of the amount owed by AXIS and in accordance with the requirements of accounting standards ~~and has~~ provided a CDN$1,006,000 provision for doubtful receivable ofduring ~~CDN$732,000~~fiscal 2013. ~~The~~For ~~net~~the ~~amount~~three ofmonths ~~CDN$128~~ended September 30,~~000~~ is2013, ~~reflected~~the inCompany ~~non~~recorded ~~current~~an ~~assets~~adjustment –to ~~receivables~~the ~~from~~provision ~~affiliates~~of CDN$586,000. During the ~~nine~~three months ended ~~March~~September 3130, 2013, the Company did not charge interest. The amount by AXIS at September 30, 2013 under non-current assets – advances to affiliates was CDN$1,600,000 which was fully provided for.

During the ~~nine~~three months ended ~~March~~September 3130, 2012, AXIS ~~advanced~~repaid the Company CDN$~~239~~404,000 and provided services in accordance with the service agreement of CDN$~~221~~57,000. The ~~Company repaid the~~ amount ~~owing~~owed to ~~Axis of CDN$440,000 The amount owed by~~ AXIS at ~~March~~September 3130, 2012 was CDN$6818,000 and ~~during~~is reflected in non-current assets – receivables from affiliates. During the ~~nine~~three months ended ~~March~~September 3130, 2012, AXIS did not charge interest.

During fiscal 2010, the Company sold shares of common stock to NCRC, a Nevada corporation, pursuant to certain subscription agreements. Mr Joseph Gutnick, the Company’s President, is the Chairman and Chief Executive Officer of NCRC. In addition, Legend International Holdings, Inc., of which Mr. Gutnick is the Chairman and Chief Executive Officer and a principal stockholder, owns 31.46% of NCRC. As of ~~March~~September 3130, 2013, NCRC owned approximately 96.6% of the outstanding common stock of the Company. ~~During the nine months ended March 31, 2013 the Company advanced NCRC CDN$1,193,000 and is reflected in non-current assets – receivables from affiliates. This loan is non-interest bearing.~~

During ~~the~~fiscal ~~nine months ended March 31,~~ 2013, ~~Golden~~the ~~River~~Company advanced ~~Acadian~~NCRC CDN$~~140~~1,193,000 ~~in funds for operating expenditure~~ and ~~incurred expenditure on behalf of Acadian of CDN$2,000. This loan~~ is ~~non~~the ~~interest~~amount ~~bearing~~owed ~~and~~by isNCRC ~~due~~at onJune or30, ~~before~~2013. At June 630, ~~2014.~~2013, Asmanagement ofconsidered ~~March~~the ~~31,~~recoverability ~~2013~~of the amount ~~remains~~owed ~~unpaid~~by NCRC and isin ~~reflected~~accordance inwith ~~non~~the ~~current~~requirements ~~assets~~of –accounting ~~investment~~standards inprovided ~~and~~a ~~receivable~~provision ~~from~~for ~~other~~doubtful ~~entity~~receivable ~~(see~~of ~~note~~CDN$1,193,000 7)during fiscal 2013.

During fiscal 2013, Golden River advanced Acadian CDN$140,000 in funds for operating expenditure and incurred expenditure on behalf of Acadian of CDN$2,000. This loan is non-interest bearing and is due on or before June 6, 2014. As of September 30, 2013 the amount remains unpaid and is reflected in non-current assets – investment in and receivable from other entity (see note 7).

4. Issue of Options under Stock Option Plan

In October 2004, the Board of Directors and Remuneration Committee of the Company adopted a Stock Option Plan. The Company issued 605,000 options under the plan. At ~~March~~September 3130, 2013, the options are fully vested.

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

A summary of the options outstanding and exercisable at ~~March~~September 3130, ~~2012~~2013 are as follows:

Outstanding

Exercisable

Number of options

80,000

405,000

80,000

405,000

Exercise price

CDN$10.00

CDN$3.08

CDN$10.00

CDN$3.08

Expiration date

October 15, 2014

October 15, 2016

October 15, 2014

October 15, 2016

5. ~~Profit/~~ (Loss) per share

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

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

6. Fair Value Of Financial Instruments

The Company’s financial instruments consist of cash, receivables, accounts payable, accrued expenses, note receivable and advances due from affiliates. The carrying amounts of receivables, accounts payable and accrued expenses, ~~note~~advances receivable approximate their respective fair values because of the short maturities of these expenses. The fair values of advances due/from affiliates are not practicable to estimate as no similar market exists for these instruments and as it does not have a specified date of repayment. The Company’s investment in ~~unconsolidated~~Acadian ~~subsidiary~~is ~~approximates~~recorded at fair value using Level 1 inputs, as described in the US GAAP guidance for fair value measurements (see note 7).

7. Investments In and Receivable From Acadian Mining Corporation (“Acadian”)

The Company‘s interest in Acadian at March 31, 2013 is 12.62%. At March 31, 2013 the carrying value of the investment was CDN$516,000. For the nine months ended March 31, 2013, the Company recorded an equity loss in Acadian of CDN$114,000. On February 14, 2013, the Company sold a further 3,927,730 common shares of Acadian that it owned for CDN$432,050. The common shares were sold to an unrelated third party at a price of CDN$0.11. As a result of the sale, the Company no longer equity accounted the investment in Acadian. The Company’s investment in Acadian is now classified as a marketable security, and accordingly is presented at its approximate fair market value. At March 31, 2013, the Company reviewed the carrying amount of its investment in Acadian, and as a result, recorded an impairment adjustment in the amount of CDN$493,000.

~~The~~7. Investments ~~Company’s~~In ~~investment in~~ and ~~receivables~~Receivable ~~from~~From Acadian ~~at March 31, 2013 is composed of the following:~~

	CDN$000s
Fair value of investment		516
Note receivable (note 9)		447
Advance receivable (note 3)		142
Investment in and receivable from other entity		1,105

At September 30, 2013 the carrying value of the marketable investment in Acadian was CDN$452,000. During fiscal 2012, Golden River purchased $420,000 of debentures in its former consolidated subsidiary Acadian. The debentures were unsecured and convertible into common shares of Acadian at the holder’s option at a price of $0.12 per common share. On September 18, 2013, the Company elected to convert the convertible note into 3,500,000 shares in Acadian.

~~The~~On ~~Company’s~~October ~~interest~~11, in2013 Acadian atand ~~March~~LionGold 31announced that they concluded the arrangement by which LionGold, ~~2013~~through isits 12wholly-owned subsidiary LionGold Mining Canada Inc.~~62%~~ (formerly 9286-0931 Québec Inc.) Onacquired ~~February~~all ~~11,~~of ~~2013,~~the common shares of Acadian ("Acadian Shares") that it did not already own (the ~~Company~~"Arrangement"). Effective ~~gave~~from ~~notice~~that ~~under~~date, LionGold directly or indirectly owns 100% of the ~~Canadian~~outstanding ~~early~~shares ~~warning~~of ~~regime~~Acadian. ~~that~~Under itthe ~~intends~~Arrangement, toAcadian ~~sell~~shareholders a(other ~~further~~than ~~interest~~LionGold and its affiliates) received C$0.12 in cash for each Acadian ~~which~~Share. ~~would~~On ~~decrease~~October 17, 2013 the Company’s ~~holding~~received CDN$421,000 for 3,509,998 shares it held in Acadian. The balance of the funds of CDN$31,140 are expected to ~~nil~~be received in 2013.

8The Company’s investment in Acadian is classified as a marketable security, and accordingly is presented at its approximate fair market value. ~~Deconsolidation~~ At September 30, 2013, the Company recorded an unrealized gain on marketable investment in the amount of CDN$3,000.

~~At March 31, 2011, the Company’s holding in Acadian was 71~~8.~~96%.~~ Income ~~In February 2012, the Company sold 19.9% of Acadian.~~Taxes

In September 2012, after approaches from third parties, the Company’s board of directors authorised management to begin negotiations with interested parties to sell its remaining interest in Acadian. As at October 31, 2012, the Company had completed the sale of 10,783,145 common shares of Acadian that it owned for CDN$1,401,809, representing approximately 19.9% of Acadian’s common shares. The common shares were sold to an unaffiliated third party, at a price of CDN$0.13. As at December 31, 2012 the Company had sold a further 5,400,000 common shares of Acadian that it owned for CDN$594,000. The common shares were sold to an unaffiliated third party, at a price of CDN$0.11.

As at October 31, 2012 upon the sale of approximately 19.90% of its investment in Acadian, the Company lost its controlling interest in Acadian. The sale resulted in a gain in the amount of CDN$5,542,000 which represents (i) the CDN$1,402,000 cash proceeds from the sale and the CDN$2,152,000 fair value of the retained interest and (ii) the CDN$1,988,000 net liabilities of Acadian at the date of consolidation. The gain is included in the Consolidated Statements of Comprehensive Income under gain on deconsolidation. The fair value of the remaining investment in Acadian was based on the recent sale of Acadian shares to unrelated parties by the Company.

Assets and liabilities at October 31, 2012, the date of deconsolidation and the comparative June 30, 2012 consist of the following:

	October 31, 2012 CDN$			June 30, 2012 CDN$
Assets
Current assets		974,706			173,720
Cash held for remediation		108,830			108,830
Property, plant and equipment		399,036			725,579
Mineral rights		3,264,729			4,180,958
Total assets		4,747,301			5,189,087
Liabilities
Current liabilities		856,896			356,999
Total liabilities related to assets		856,896			356,999
Non-controlling interests		5,878,548			6,190,744
Net book value of assets at deconsolidation		(1,988,143	)		(1,358,656	)

9. Note Receivable

During fiscal 2012, Golden River purchased $420,000 of debentures in its former consolidated subsidiary Acadian. The debentures are unsecured and convertible into common shares of the Acadian at the holder’s option at a price of $0.12 per common share, currently, at any time to June 6, 2014. Should the Company choose not to convert the debenture into common shares within the time then the debenture will be repayable in full at the end of that period. The debentures have an interest rate of 8% per annum accruing daily and compounded monthly in arrears. Such interest will only become payable in the event that the Company does not elect to convert the debentures into common shares. The amount of interest payable to the Company as at March 31, 2013 is CDN$26,000.The total amount payable to the Company at March 31, 2013 is CDN$447,000 and is reflected in non current assets – investment in and receivable from other entity.

10. Income Taxes

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

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

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

	USA 2013 CDN$000s			Canada 2013 CDN$000s			Total 2013 CDN$000s
Deferred tax assets
Net operating loss carry-forward		3,~~457~~560			2,~~310~~082			5,~~767~~642
Exploration expenditure		557			1,535			2,092
		4,014			3,845			7,859
		4,117			3,617			7,734
Less valuation allowance		(4,~~014~~117	)		(3,~~845~~617	)		(7,~~859~~734	)
		-			-			-

The Company’s net deferred taxes at June 30, ~~2012~~2013 is summarized as follows:

	USA 2012 CDN$000s			Canada 2012 CDN$000s			Total 2012 CDN$000s
	USA 2013 CDN$000s			Canada 2013 CDN$000s			Total 2013 CDN$000s
Deferred tax assets
Net operating loss carry-forward		13,~~290~~526			~~697~~2,061			15,~~987~~587
Exploration expenditure		~~547~~557			1,535			2,~~082~~092
		1,837			2,232			4,069
		4,083			3,596			7,679
Less valuation allowance		(14,~~837~~083	)		(23,~~232~~596	)		(47,~~069~~679	)
		-			-			-

Total available net operating loss carryforwards in the United States, which are subject to limitations, amount to approximately CDN$10,~~563~~170,000 at ~~March~~September 3130, 2013 and expire in years 2023 through 2030. Net operating loss carryforwards in Canada do not have a definite expiration date and amounted to CDN$1110,~~091~~433,000.

11~~. Subsequent Events~~

9. Subsequent Events

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

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:

93 months ended ~~March~~September 3130, 2012 CDN$1.00 = US$1.~~0029~~0167

93 months ended ~~March~~September 3130, 2013 CDN$1.00 = US$0.~~9828~~9704

93 months ended ~~March~~September 3130, 2012 CDN$1.00 = A$0.~~9656~~9796

93 months ended ~~March~~September 3130, 2013 CDN$1.00 = A$01.~~9432~~0415

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~~three months ended ~~March~~September 3130, 2013 to the ~~nine~~three months ended ~~March~~September 3130, 2012 does not always present a true comparison.

GENERAL

Golden River Resources iswas a gold exploration company focusing its activities in Canada~~. On~~ ~~March~~through ~~17,~~its ~~2009,~~investment ~~the Company announced that it had reached agreement with Acadian Mining Corporation ("Acadian") to subscribe~~ in ~~private placement transactions for common shares in~~ Acadian ~~and since that time, it acquired an interest by June 30, 2011 of 71~~.~~48%. In~~ Following ~~February~~the ~~2012,~~sale ~~it sold 19.9%~~ of Acadian ~~and~~shares atin ~~June~~October ~~30,~~ 2012 ~~it held 52.06% of Acadian. During the December 2012 quarter~~, Golden River’s ~~sold~~holding ~~10,783,145 shares~~ in Acadian atamounted ato ~~price of CDN$0~~32.1316% ~~for CDN$1,401,809~~ and ~~5,400,000 shares at a price of CDN$0.11 for CDN$594,000. During the March, 2013 quarter,~~ Golden River ~~sold~~no ~~3,927,730~~longer ~~shares~~controlled in Acadian ~~at a price of CDN$0~~.11 ~~for CDN$432,050.~~ As ata ~~March 31~~result, ~~2012~~ Golden River ~~holds~~de-consolidated ~~12.62%~~the ~~interest~~operations inof Acadian. ~~On February 11~~Accordingly, ~~2013~~ the ~~Company~~management ~~gave~~discussion ~~notice~~and ~~under~~analysis ~~the~~relates ~~Canadian early warning regime that it intends~~ to ~~sell~~the aactivities ~~further~~of ~~interest~~Golden inRiver ~~Acadian~~only and ifdoes itnot ~~proceeds~~include ~~with~~a ~~that~~discussion ~~sale,~~of itAcadian ~~will~~activities ~~hold~~unless nootherwise ~~interest in Acadian~~stated.

~~Following~~As ~~the~~set ~~sale~~out ofin ~~Acadian~~notes ~~shares~~to inconsolidated ~~October~~financial ~~2012,~~statements ~~Golden~~– ~~River’s~~affiliate ~~holding~~transactions, inthe ~~Acadian~~Company ~~amounted~~is tomanaged 32by AXIS.~~16%~~ Certain costs and ~~Golden~~expenses ~~River~~are noincurred ~~longer~~by ~~controlled~~the ~~Acadian. As~~Company aand ~~result~~certain atcosts ~~October~~and ~~31,~~expenses ~~2012,~~are ~~Golden~~incurred ~~River~~by ~~de-consolidated~~AXIS ~~the~~on ~~operations~~behalf of ~~Acadian and,~~ the ~~results~~Company ofand ~~operations~~billed ofto ~~Acadian for~~ the ~~four~~Company ~~months~~by ~~from~~AXIS. ~~November~~The ~~2012~~total toamount ~~February~~of ~~2013~~expenses ~~are~~billed ~~accounted~~to ~~using~~ the ~~equity~~Company ~~method. See~~by ~~footnote~~AXIS 8for to the ~~consolidated~~three ~~financial~~months ~~statements~~ended ~~for~~September ~~further~~30, ~~information. As~~2013 awas ~~result~~CDN$33,000 ~~the~~(2012: ~~management~~CDN$57,000). The discussion ~~and~~in ~~analysis~~the next paragraphs relates to ~~the~~costs ~~activities~~and expenses of ~~Golden~~the ~~River~~Company, ~~only~~incurred ~~and~~by ~~does~~both ~~not~~the ~~include~~Company; aand ~~discussion~~by ofAXIS ~~Acadian~~that ~~activities~~are ~~unless~~billed ~~otherwise~~to ~~stated~~the Company.

RESULTS OF OPERATIONS

Three Months Ended ~~March~~September 3130, 2013 vs. Three Months Ended ~~March~~September 3130, 2012.

Costs and expenses ~~increased~~decreased from CDN$~~(43~~104,000) in the three months ended ~~March~~September 3130, 2012 to CDN$6564,000 in the three months ended ~~March~~September 3130, 2013.

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

a) a decrease in the exploration expenditure from CDN$22,000 for the three months ended March 31, 2012 to CDN$nil for the three months ended March 31, 2013. The costs for the three months ended March 31, 2012 related to consultants providing exploration reviews and advice on the Slave and Committee Bay properties as no field work was undertaken. During fiscal 2012, the Company relinquished the Committee Bay and Slave properties in Canada as it believed the cost of holding and exploring the claims is excessive given the Company’s financial position. b) a decrease in legal, accounting and professional expense from CDN$65,000 for the three months ended March 31, 2012 to CDN$46,000 for the three months ended March 31, 2013. The expenses for the three months ended March 31, 2013 consisted of costs associated with the Company’s SEC compliance obligations c) an increase in administrative costs including salaries from CDN$(130,000) in the three months ended March 31, 2012 to CDN$19,000 in the three months ended March 31, 2013. The increase relates to the increase in head office salaries, increase in corporate travel relating to negotiations for the sale of the Acadian interest and increase in office and statutory filing costs. For the three months ended March 31, 2012 the Company reversed CDN$232,000 in accrued administration costs on confirmation form the IRS of the amount of the penalties for late filing year tax returns.

a decrease in legal, accounting and professional expense from CDN$22,000 for the three months ended September 30, 2012 to CDN$19,000 for the three months ended September 30, 2013. The expenses for the three months ended September 30, 2013 consisted of costs associated with the Company’s SEC compliance obligations.

a decrease in administrative costs including salaries from CDN$82,000 in the three months ended September 30, 2012 to CDN$45,000 in the three months ended September 30, 2013. The decrease relates to head office salaries and corporate travel; for the three months ended September 30, 2012 additional costs were incurred for negotiations of the sale of the Acadian interest which was completed in fiscal 2013 and a decrease in office and statutory filing costs for the three months ended September 30, 2013. Included within the administrative expenses of CDN$45,000 (2012: CDN$82,000) is an amount of CDN$33,000 (2012: CDN$57,000) billed to us by AXIS.

The Company recorded a foreign currency exchange gain of CDN$2,000 for the three months ended September 30, 2013 and a loss of CDN$3,000 for the three months ended September 30, 2012, as a result of the movement in the Australian and US dollar versus the Canadian dollar.

At September 30, 2013, management considered the recoverability of the amount owed by AXIS and in accordance with the requirements of accounting standards provided a provision for doubtful receivable. For the three months ended September 30, 2013 the Company recorded an adjustment to the provision of A$586,000 (three months ended September 30, 2012: CDN$nil).

AsThe ~~a result of the foregoing, the~~ loss from continuing operations ~~increased~~before ~~from~~income ataxes ~~profit of CDN$43,000~~ for the three months ended ~~March~~September 3130, ~~2012~~2013 was CDN$644,000 compared to a loss of CDN$65107,000 for the three months ended ~~March~~September 3130, ~~2013~~2012.

The Company recorded a ~~foreign~~net ~~currency~~loss ~~exchange~~from ~~gain~~discontinued operations of CDN$24667,000 for the three months ended ~~March~~September 3130, ~~2013~~2012 ~~and~~which awas ~~loss~~offset by the share of ~~CDN$56,000~~net ~~for~~loss ~~the~~attributable ~~three~~to ~~months~~non-controlling ~~ended~~interests ~~March~~of ~~31,~~discontinued ~~2012,~~operations ~~primarily~~of ~~due~~CDN$318,000. toThere ~~revaluation~~was ofno ~~advances~~net loss from ~~affiliates~~discontinued ~~which~~operations ~~are~~for ~~denominated~~the inthree ~~Australian~~months ~~dollars~~ended September 30, 2013.

InThe ~~February~~net ~~2013,~~loss ~~the~~attributable ~~Company~~to ~~sold~~Golden aRiver ~~further~~Resources ~~3,927,730~~stockholders ~~shares~~amounted into ~~Acadian at price of~~ CDN$~~0.11~~644,000 for ~~CDN$432,050, and reviewed~~ the ~~carrying~~three ~~amount~~months ofended isSeptember ~~investment~~30, in2013 ~~Acadian~~compared ~~and~~to ~~recorded~~ a net loss ~~on sale~~ of ~~equity investment and impairment charge of~~ CDN$~~214~~456,000 for the three months ended ~~March~~September 31, ~~2013~~2012.

The Company assessed the receivable from affiliates during the three months ended March 31, 2013 and in accordance with accounting standards, has made an allowance for doubtful debt of CDN$732,000 (three months ended March 31, 2012: CDN$nil).

The loss from continuing operations before income taxes for the three months ended March 31, 2013 was CDN$922,000 compared to a loss of CDN$13,000 for the three months ended March 31, 2012.

The Company recorded a net loss from discontinued operations of CDN$621,000 for the three months ended March 31, 2012 which was offset by the share of net loss attributable to non-controlling interests of discontinued operations of CDN$266,000. There was no net loss from discontinued operations for the three months ended March 31, 2013.

The net loss attributable to Golden River Resources stockholders amounted to CDN$978,000 for the three months ended March 31, 2013 compared to a net loss of CDN$368,000 for the three months ended March 31, 2012.

Nine Months Ended March 31, 2013 vs. Nine Months Ended March 31, 2012.

Costs and expenses increased from CDN$223,000 in the nine months ended March 31, 2012 to CDN$426,000 in the nine months ended March 31, 2013.

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

a) a decrease in the exploration expenditure from CDN$119,000 for the nine months ended March 31, 2012 to CDN$nil for the nine months ended March 31, 2013. The costs for the nine months ended March 31, 2012 related to consultants providing exploration reviews and advice on the Slave and Committee Bay properties as no field work was undertaken. During fiscal 2012, the Company relinquished the Committee Bay and Slave properties in Canada as it believed the cost of holding and exploring the claims is excessive given the Company’s financial position. b) a decrease in legal, accounting and professional expense from CDN$114,000 for the nine months ended March 31, 2012 to CDN$96,000 for the nine months ended March 31, 2013. The expenses for the nine months ended March 31, 2013 consisted of costs associated with the Company’s SEC compliance obligations d) an increase in administrative costs including salaries from CDN$(10,000) in the nine months ended March 31, 2012 to CDN$330,000 in the nine months ended March 31, 2013. The increase relates to the increase in head office salaries, increase in corporate travel relating to negotiations for the sale of the Acadian interest and increase in office and statutory filing costs. For the nine months ended March 31, 2012 the Company reversed CDN$232,000 in accrued administration costs on confirmation form the IRS of the amount of the penalties for late filing year tax returns.

As a result of the foregoing, the loss from operations increased from CDN$223,000 for the nine months ended March 31, 2012 to CDN$426,000 for the nine months ended March 31, 2013.

The Company recorded a foreign currency exchange gain of CDN$9,000 for the nine months ended March 31, 2013 and a loss of CDN$76,000 for the nine months ended March 31, 2012, primarily due to revaluation of advances from affiliates which are denominated in Australian dollars.

In November 2012 and February 2013, the Company sold a further 9,327,730 shares in Acadian at price of CDN$0.11 for CDN$1,026,050, reviewed the carrying amount of is investment in Acadian and recorded a loss on sale of equity investment and impairment charge of CDN$607,000 for the nine months ended March 31, 2013.

The Company assessed the receivable from affiliates during the nine months ended March 31, 2013 and in accordance with accounting standards, has made an allowance for doubtful debt of CDN$732,000 (nine months ended March 31, 2012: CDN$nil). The carrying value at March 31, 2013 is based on the value of the anticipated services to be provided by the affiliate over the next 12 months.

The loss from continuing operations before income taxes for the nine months ended March 31, 2013 was CDN$1,616,000 compared to a loss of CDN$299,000 for the nine months ended March 31, 2012.

The Company recorded a benefit for deferred income tax of CDN$6,373,000 for the nine months ended March 31, 2012, as a result of the acquisition of further shares in Acadian and an update of net operating loss carry-forward in Canada. There were no transactions that gave rise to a benefit for the nine months ended March 31, 2013.

The Company recorded a gain on disposal of discontinued operations of CDN$5,542,000 (refer Note 8) for the nine months ended March 31, 2013; and a net loss from discontinued operations of CDN$662,000 for the nine months ended March 31, 2013 (2012: loss CDN$36,012,000) which was offset by the share of net profit attributable to non-controlling interests of discontinued operations of CDN$313,000(2012: profit CDN$10,191,000).

The net profit attributable to Golden River Resources stockholders amounted to CDN$3,463,000 for the nine months ended March 31, 2013 compared to a loss of CDN$19,747,000 for the nine months ended March 31, 2012.

Liquidity and Capital Resources

For the ~~nine~~three months ended ~~March~~September 3130, 2013, net cash used by operating activities was CDN$~~521~~69,000 consisting primarily of the net loss of CDN$1644,~~730,~~000; offset by non-cash items being ~~loss~~ gain on ~~equity~~marketable investment of CDN$~~607~~3,000; allowance for doubtful debt of CDN$~~732~~586,000 and a decrease in accounts payable and accrued expenses of CDN$~~208~~5,000. Net cash provided by investing activities was CDN$~~2,430,000~~nil ~~being the proceeds from the disposal of 20,110,875 shares in Acadian~~ and net cash used in financing activities of CDN$1586,~~717,~~000 being advances to affiliates. The net cash flows provided by discontinued operations were CDN$nil comprising of a net gain on discontinued operations of CDN$5,193,000, on operating activities of CDN$349,000 offset by a gain on disposal of subsidiary of CDN$5,542,000.

As at ~~March~~September 3130, 2013, the Company had short-term obligations of CDN$~~136~~144,000 being accounts payable and accrued expenses.

We have CDN$~~205~~3,000 in cash at ~~March~~September 3130, 2013.

OnDuring ~~February~~the 11three months ended September 30, 2013, ~~the~~AXIS ~~Company~~provided ~~gave~~services ~~notice~~in ~~under~~accordance with the ~~Canadian~~service ~~early~~agreement ~~warning~~of ~~regime~~CDN$33,000 ~~that~~and itAXIS ~~intends~~repaid tothe ~~sell~~Company aCDN$32,000 ~~further~~and ~~interest~~provided inAXIS ~~Acadian~~with ~~and~~a ifCDN$651,000 itadvance. ~~proceeds~~At ~~with~~September ~~that~~30, ~~sale~~2013, itmanagement ~~will~~considered ~~hold~~the norecoverability ~~interest~~of the amount owed by AXIS and in ~~Acadian~~accordance with the requirements of accounting standards provided a CDN$586,000 provision for doubtful receivable.

~~Our~~On ~~budget~~October ~~for~~11, ~~general~~2013 Acadian and ~~administration~~LionGold ~~costs~~Corp. ~~for~~Ltd. ~~fiscal~~("LionGold") isannounced ~~CDN$200~~that they concluded the arrangement by which LionGold,~~000~~ through its wholly-owned subsidiary LionGold Mining Canada Inc. We(formerly ~~are~~9286-0931 ~~searching~~Québec ~~for~~Inc.) ~~new~~acquired ~~business~~all ~~opportunities~~of ~~and~~the ~~are~~common shares of Acadian that it did not ~~planning~~already ~~any~~own ~~exploration~~(the ~~related~~"Arrangement"). Effective ~~activities~~from that date, LionGold directly or indirectly owns 100% of the outstanding shares of Acadian. Under the Arrangement, Acadian shareholders (other than LionGold and its affiliates) received C$0.12 in cash for each Acadian share and on October 17, 2013, the ~~short~~Company ~~term~~received CDN$421,000 and the balance of CDN$31,000 will be received shortly.

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

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

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

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

1514

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

The Company does not hold funds in foreign bank accounts.

Item 4. Controls and Procedures.

(a) Disclosure Controls and Procedures Our principal executive officer and our principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as amended) as of the end of the period covered by this report. Based on that evaluation, such principal executive officer and principal financial officer concluded that, the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report at the reasonable level of assurance. (b) Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting during the second quarter of fiscal that materially affected, or are reasonably likely to materially affect, internal control over financial reporting. (c) Other We believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Therefore, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our disclosure controls and procedures are designed to provide such reasonable assurance of achieving our desired control objectives, and our principal executive officer and principal financial officer have concluded, as of ~~March~~September 3130, 2013, that our disclosure controls and procedures were effective in achieving that level of reasonable assurance.

1615

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1.	Legal Proceedings.
Not Applicable
Item 1A.	Risk Factors.
Not Applicable for Smaller Reporting Company
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.
Not Applicable
Item 3.	Defaults Upon Senior Securities.
Not Applicable
Item 4.	Mine Safety Disclosures
Not Applicable
Item 5.	Other Information.
Not Applicable
Item 6.	Exhibits.
(a)	Exhibit No.	Description
	31.1	Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act
	31.2	Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act
	32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002
	32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002
	101	The following materials from the Golden River Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows and (iv) related notes.
		#101.INS XBRL Instance Document.
		#101.SCH XBRL Taxonomy Extension Schema Document.
		#101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
		#101.LAB XBRL Taxonomy Extension Label Linkbase Document.
		#101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
		#101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
		__________________
		# Filed herewith. In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed “not filed” for purposes of section 18 of the Exchange Act, and otherwise are not subject to liability under that section.

~~Not Applicable~~16

Item 1A. Risk Factors.

Not Applicable for Smaller Reporting Company

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

Not Applicable

Item 3. Defaults Upon Senior Securities.

Not Applicable

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information.

Not Applicable

Item 6. Exhibits.

(a)	Exhibit No.	Description
	31.1	Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act
	31.2	Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act
	32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002
	32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002
	101	The following materials from the Golden River Resources Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows and (iv) related notes.
		#101.INS XBRL Instance Document.
		#101.SCH XBRL Taxonomy Extension Schema Document.
		#101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
		#101.LAB XBRL Taxonomy Extension Label Linkbase Document.
		#101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
		#101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
		__________________
		# Filed herewith. In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed “not filed” for purposes of section 18 of the Exchange Act, and otherwise are not subject to liability under that section.

(FORM 10-Q)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Golden River Resources Corporation By: /s/ Joseph I. Gutnick Joseph I. Gutnick Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) By: /s/ Peter Lee Peter Lee Director, Secretary and Chief Financial Officer (Principal Financial Officer) Dated: May 12, 2013

	Golden River Resources Corporation


	By:	/s/ Joseph I. Gutnick
		Joseph I. Gutnick
		Chairman of the Board, President and
		Chief Executive Officer
		(Principal Executive Officer)


	By:	/s/ Peter Lee
		Peter Lee
		Director, Secretary and
		Chief Financial Officer
		(Principal Financial Officer)



	Dated: November 12, 2013

1817

EXHIBIT INDEX

~~Exhibit No.~~	~~Description~~Exhibit No.	Description
~~31.1~~	~~Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act~~31.1	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~~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~~32.~~S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002~~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~~32.~~S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002~~2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002
~~101~~	The following materials from the Golden River Resources Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows and (iv) related notes.101	The following materials from the Golden River Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows and (iv) related notes.
	~~#101.INS XBRL Instance Document.~~	#101.INS XBRL Instance Document.
	~~#101.SCH XBRL Taxonomy Extension Schema Document.~~	#101.SCH XBRL Taxonomy Extension Schema Document.
	~~#101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.~~	#101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
	~~#101.LAB XBRL Taxonomy Extension Label Linkbase Document.~~	#101.LAB XBRL Taxonomy Extension Label Linkbase Document.
	~~#101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.~~	#101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
	~~#101.DEF XBRL Taxonomy Extension Definition Linkbase Document.~~	#101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
	~~__________________~~	__________________
	# Filed herewith. In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed “not filed” for purposes of section 18 of the Exchange Act, and otherwise are not subject to liability under that section.	# Filed herewith. In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed “not filed” for purposes of section 18 of the Exchange Act, and otherwise are not subject to liability under that section.

1918

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