SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 3, 2008
GOLDEN RIVER RESOURCES CORPORATION
(Exact Name of Company as Specified in Charter)
Delaware 0-16097 98-007697
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
Level 8, 580 St Kilda Road, Melbourne, Victoria Australia 3004
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(Address of Principal Executive Offices) (Zip Code)
Company's telephone number 61-3-8532-2860
Company's facsimile number 61-3-8532-2805
Company's email address goldenriverresources@axisc.com.au
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Company's website address www.goldenriverresources.com
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On October 3, 2008 the Chief Financial Officer of Golden River Resources
Corporation (the "Company"), in consultation with its Audit Committee, the
Company's Board of Directors and PKF, its independent registered public
accounting firm, determined that the June 30, 2007 financial statements should
no longer be relied on because the valuation of 4,650,000 of options granted to
the Company's officers, directors and consultants in October 2006 should be
adjusted. In 2006, the Company issued 4,650,000 options and utilized the
services of an external valuer to determine the value of the options using the
binomial option pricing model. At the time the market price used in the binomial
option pricing model was US$0.166 which was based on the price that the Company
had been able to conclude a private placement transaction and accordingly the
Company believed this to be the fair value of the shares of common stock at the
time. Following discussions with the staff (the "Staff") of the Securities and
Exchange Commission ("SEC") in connection with the Staff's review of the
Company's fiscal 2006 and 2007 Form 10-KSB's, the Company has agreed to use the
market price of the shares of common stock at the time of issue of the options
(US$0.30) in the binomial option pricing model.
The effect of the adjustment will be to increase the net loss for the year ended
June 30, 2007 by A$313,000 and our net loss per share by $(.01) for the year
ended June 30, 2007.
Management has also agreed following discussions with the SEC staff to make an
accounting adjustment based on a comment by the Staff in a letter regarding
certain stock based compensation expenses based upon an estimate of volatility
arising from the 1,400,000 options issued in 2004. This adjustment will be made
to additional paid-in capital and retained earnings (deficit) and will be
reflected within opening stockholders' equity in the June 30, 2007 financial
statements and will have no effect on total stockholders' equity.
The Company reports in its Consolidated Statement of Operations cumulative
information since the inception of its exploration activities. The effect of the
adjustments will increase the net loss for the cumulative period since July 1,
2002 to June 30, 2007 to A$9,560,000 from A$8,116,000 and our net loss per share
to $(.54) from $(.46) for the cumulative period since July 1, 2002 to June 30,
2007. The adjustment will not have any effect on the Company's cash flows. The
Company is in the process of making the aforementioned adjustments and will
restate its annual financial statements for the year ended June 30, 2007 to be
included in its June 30, 2008 Annual Report to be filed on Form 10-K.
The Chief Financial Officer of the Company, upon knowledge of the factors that
would lead to the Company's restatement of prior period reports, acted promptly
to determine the effect on the disclosure controls and procedures of the
Company. Furthermore, the Chief Financial Officer of the Company promptly
discussed the matters referred to above with the Company's Audit Committee and
independent registered public accountants.
In evaluating these controls and procedures and circumstances leading to the
aforementioned adjustments, the Company is assessing its controls related to
these matters and will review its conclusions on these controls both internally
and with qualified third party experts.
It is Management's opinion that although the effect of the adjustments referred
to above is material, the current development, business, operations and
shareholders are not materially impacted as a result of these adjustments.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits.
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 hereunto duly authorized.
GOLDEN RIVER RESOURCES CORPORATION (Company)
By: /s/ Peter Lee
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Peter Lee
Director, Secretary and
Chief Financial Officer
Dated: October 3, 2008