U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________ to __________________
Commission file number 0-27953
GOLDEN RIVER RESOURCES INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 98-0187538
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2420 Pandosy Street, Kelowna, British Columbia, Canada V1Y 1T8
(Address of principal executive offices)
(250) 717-1049
(Issuer's telephone number)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (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 ____
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the last practicable date:
17,845,099 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
SEPTEMBER 30, 2000
Transitional Small Business Disclosure Format (check one); Yes No X
<PAGE>
Consolidated Financial Statements of
GOLDEN RIVER RESOURCES INC.
and Subsidiaries
(A Development Stage Enterprise)
Period ended September 30, 2000
2
<PAGE>
GOLDEN RIVER RESOURCES INC.
(A Development Stage Enterprise)
Consolidated Balance Sheets
September 30, 2000 and June 30, 2000
$ United States
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
(Unaudited - prepared
by management)
------------ ------------
Assets
<S> <C> <C>
Current assets
Cash $ 9,532 $ 19,865
Prepaid expenses 4,474 9,081
------------ ------------
14,006
28,946
Fixed assets (note 3) 7,705 8,174
------------ ------------
$ 21,711 $ 37,120
============ ============
Liabilities and Stockholders' Deficiency
Current liabilities
Accounts payable and accrued liabilities $ 137,146 $ 124,129
Due to stockholders' (note 4) 10,577 21,468
Debt (note 5) 60,350 60,350
Interim financing payable (note 6) 75,000 75,000
------------ ------------
283,073 280,947
Subscriptions for shares (note 7(d)) 100,000 25,000
Shares to be issued for services (note 7(b)) - 10,630
Stockholders' Deficiency
Capital stock (note 7) 17,845 17,653
Additional paid in capital 1,983,262 1,979,911
Deficit accumulated during the development stage (2,375,391) (2,289,943)
Accumulated other comprehensive income
Cumulative translation adjustment 12,922 12,922
------------ ------------
(361,362) (279,457)
------------ ------------
$ 21,711 $ 37,120
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
On behalf of the Board:
"ROGER D. WATTS" Director
-----------------------------------------
"R. BRUCE MANERY" Director
---------------------------------------
3
<PAGE>
GOLDEN RIVER RESOURCES INC.
(A Development Stage Enterprise)
Consolidated Statements of Loss
Three month periods ended September 30, 2000 and 1999
(Unaudited - prepared by Management)
$ United States
<TABLE>
<CAPTION>
From Inception Three months Three months
(June 13, 1997) ended ended
to September 30, September, 30 September 30,
2000 2000 1999
------------ ------------ ------------
<S> <C> <C> <C>
Expenses
Consulting fees $ 229,246 $ - $ 196,920
Depreciation 4,043 469 562
Exploration of mineral properties 358,038 - 40,121
Foreign exchange (20,506) (9,918) -
General and administrative 132,360 22,923 17,313
Interest 10,667 4,000 -
Management fees 182,412 - -
Option payments to acquire mineral properties 860,489 - -
Professional fees 326,470 38,523 22,665
Travel and promotion 292,172 29,451 20,394
------------ ------------ ------------
Loss $ 2,375,391 $ 85,448 $ 297,975
============ ============ ============
Weighted average number of shares 17,702,444 14,822,872
Loss per share $ (0.00) $ (0.02)
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
GOLDEN RIVER RESOURCES INC.
(A Development Stage Enterprise)
Consolidated Statement of Stockholders' Deficiency and Comprehensive Income
Three month period ended September 30, 2000
(Unaudited - prepared by Management)
$ United States
<TABLE>
<CAPTION>
Deficit Accumulated
CAPITAL STOCK Accumulated during Other
-------------------- Additional the Development Comprehensive
Shares Amount Paid in Capital Stage Income Total
---------- ------- ------------ ------------ --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance June 30, 2000 17,653,072 $17,653 $ 1,979,911 $(2,289,943) $ 12,922 $(279,457)
Issued for services (note 7(b)) 142,027 142 16,901 - - 17,043
Issued for services (note 7(c)) 50,000 50 4,950 - - 5,000
Share issue costs - - (18,500) - - (18,500)
Loss - - - (85,448) - (85,448)
---------- ------- ------------ ------------ --------- ----------
Balance, September 30,
2000 17,845,099 $17,845 $ 1,983,262 $(2,375,391) $ 12,922 $(361,632)
========== ======= ============ ============ ========= ==========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
GOLDEN RIVER RESOURCES INC.
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows
Three month periods ended September 30, 2000 and 1999
(Unaudited - prepared by Management)
$ United States
<TABLE>
<CAPTION>
From Inception Three months Three months
(June 13, 1997) ended ended
to September 30, September, 30 September 30,
2000 2000 1999
------------ --------- ----------
Cash flows from operating activities:
<S> <C> <C> <C>
Loss $(2,375,391) $(85,448) $(297,975)
Non cash items
Depreciation 4,043 469 562
Mineral property option payments paid with
share consideration 60,000 - -
Compensation cost of options issued to non-employees 97,500 - 78,700
Interest expense paid by shareholder on behalf
of the Company 10,667 4,000 -
Consulting fees paid with share consideration 118,220 - 118,220
Expenses paid with share consideration 11,413 11,413 -
Changes in non-cash working capital:
Accounts payable and accrued liabilities 126,255 2,126 (5,641)
Other 18,327 607 10,671
(1,928,966) (66,833) (95,463)
Cash flows from financing activities:
Proceeds of debt 60,350 - 60,350
Proceeds of interim financing 75,000 - -
Subscriptions for shares 100,000 75,000 -
Issuance of capital stock 1,030,230 - -
Share issue costs (18,500) (18,500) -
Proceeds from realization of net assets acquired
on the business combination with Golden River 690,244 - -
------------ --------- ----------
1,925,576 56,500 60,350
Cash flows from investing activities:
Purchase of capital assets (11,748) - -
Foreign currency translation adjustment 12,922 - (947)
------------ --------- ----------
Increase (decrease) in cash 9,532 (10,333) (36,060)
Cash, beginning of period - 19,865 57,149
Cash, end of period $ 9,532 $ 9,532 $ 21,089
============ ========= ==========
Supplementary information
Interest paid - - -
Income taxes paid - - -
Non-cash financing and investing activities
Common shares issued for services 198,220 5,000 75,000
Common shares issued pursuant to
mineral property agreements 60,000 - -
Common shares issued for share issue costs 17,043 17,043 -
Compensation cost of options issued to non-employees 97,500 - -
Interest expense paid by shareholder on behalf
of the Company 12,000 - -
Reversal of amount accrued in 1999 for share
issue costs 80,000 - -
============ ========= ==========
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
GOLDEN RIVER RESOURCES INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (page 1)
Three month period ended September 30, 2000
(Unaudited - prepared by Management)
$ United States
--------------------------------------------------------------------------------
1. NATURE OF OPERATIONS:
Golden River Resources Inc. ("Golden River" or the "Company") was
incorporated on June 17, 1997 under the laws of Nevada and is currently a
shell company which is actively pursuing an operating company (note 9).
Prior to June 30, 2000, the Company's principal business activity was
mineral property exploration.
2. SIGNIFICANT ACCOUNTING POLICIES:
a) General
The information included in the accompanying consolidated interim
financial statements is unaudited and should be read in conjunction
with the annual audited financial statements and notes thereto
contained in the Company's Report on Form 10-KSB for the fiscal year
ended June 30, 2000. In the opinion of management, all adjustments,
consisting of normal recurring accruals, necessary for a fair
presentation of the results of operations for the interim periods
presented, have been reflected herein. The results of operations for
the interim periods presented are not necessarily indicative of the
results to be expected for the entire fiscal year.
b) Going concern
These financial statements have been prepared on the going concern
basis, which assumes the realization of assets and liquidation of
liabilities in the normal course of business. As shown in the
consolidated financial statements, to date, the Company has generated
no revenues and has cumulative losses since inception of $2,375,391.
These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern. The Company's
ability to continue as a going concern is dependent on its ability to
generate future profitable operations and receive continued financial
support from its shareholders and other investors. The Company has
entered into an agreement to acquire Columbus Networks Corporation
(Note 9). If completed as proposed, management intends that the
Company's future active operations will be based on Columbus'
business. Management intends to pursue financings to fund future
operations, although no firm financing sources have been identified.
If management is unable to generate sufficient cash to fund future
operating activities it may be required to reduce operations.
c) Basis of presentation and consolidation
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All significant
intercompany balances and transactions have been eliminated.
7
<PAGE>
GOLDEN RIVER RESOURCES INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (page 2)
Three month period ended September 30, 2000
(Unaudited - prepared by Management)
$ United States
--------------------------------------------------------------------------------
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
d) Translation of Financial Statements
The functional currency of the Company and its subsidiary, Rob Roy
Resources Ltd., is the United States dollar. The Company's subsidiary
operates in Canada and its operations are conducted in Canadian
currency. The method of translation into United States dollars applied
is as follows:
i) Monetary assets and liabilities are translated at the rate of
exchange in effect at the balance sheet date, being US $1.00 per
Cdn $1.507 (June 30, 2000 - $1.4839).
ii) Non-monetary assets and liabilities are translated at the rate of
exchange in effect at the date the transaction occurred.
iii) Expenses are translated at the rate of exchange in effect at the
transaction date.
iv) The net adjustment arising from the translation is included in
the consolidated statement of loss.
e) Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
f) Financial instruments
The fair values of cash and accounts payable and accrued liabilities
approximate their carrying values due to the relatively short periods
to maturity of these instruments. It is not possible to determine the
fair value of amounts due to stockholders and debt as maturity dates
are not determinable and there is no active market for indebtedness of
this nature. The fair value of the interim financing payable
approximates its carrying amount due to the fixed interest rate of the
financing closely approximating floating rates at the financial
statement date. The maximum credit risk exposure for all financial
assets is the carrying amount of that asset.
8
<PAGE>
GOLDEN RIVER RESOURCES INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (page 3)
Three month period ended September 30, 2000
(Unaudited - prepared by Management)
$ United States
--------------------------------------------------------------------------------
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
g) Fixed assets
Fixed assets are stated at cost. Depreciation is provided using the
following method and annual rates which are intended to amortize the
cost of assets over their estimated useful life:
<TABLE>
<CAPTION>
Asset Method Rate
<S> <C> <C>
Furniture and equipment Declining balance 20%
Computer equipment Declining balance 30%
</TABLE>
h) Loss per share
Loss per share has been calculated using the weighted average number
of common shares outstanding during the period. The effect of the
stock options (note 7(e)), have not been included in the computation
because to do so would be anti-dilutive.
i) Accounting standards change
In June, 1998, the Financial Accounting Standards Board issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging
Activities." Adoption of this statement is not expected to impact the
Company's results of operations or financial position.
j) Stock option plan
During 1999, the Company adopted a stock option plan whereby
directors, officers, consultants and employees of the Company were
granted the right to subscribe for up to 10% of the issued and
outstanding shares of the Company. Options issued pursuant to the plan
have a vesting period of three months, expire five years from the date
of issue and have exercise prices equal to or greater than the fair
market value of the Company's common stock at the date of grant.
The Company applies APB Opinion No. 25 in accounting for stock options
granted to employees whereby compensation cost is recorded only to the
extent that the market price exceeds the exercise price at the date of
grant and, accordingly, no compensation cost will be recognized for
its employee stock options in the financial statements. Options
granted to non-employees are accounted for at their fair value at the
date of grant.
9
<PAGE>
GOLDEN RIVER RESOURCES INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (page 4)
Three month period ended September 30, 2000
(Unaudited - prepared by Management)
$ United States
--------------------------------------------------------------------------------
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
k) Income taxes
The Company accounts for income taxes by the asset and liability
method. Under the asset and liability method, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
bases, and operating loss and tax credit carryforwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
Although the Company has consolidated loss carryforwards of
approximately $2,200,000 available, no amount has been reflected on
the balance sheet for deferred income taxes as any deferred income tax
asset has been fully offset by a valuation allowance.
3. FIXED ASSETS:
<TABLE>
<CAPTION>
September 30, 2000 Accumulated
Cost depreciation Net book Value
<S> <C> <C> <C>
Furniture and equipment $ 7,717 $2,243 $5,474
Computer equipment 4,031 1,800 2,231
------- ------ ------
$11,748 $4,043 $7,705
======= ====== ======
June 30, 2000 Accumulated
Cost depreciation Net book Value
Furniture and equipment $ 7,717 $1,955 $5,762
Computer equipment 4,031 1,619 2,412
------- ------ ------
$11,748 $3,574 $8,174
======= ====== ======
</TABLE>
4. DUE TO STOCKHOLDERS:
The amount due to stockholders is unsecured and without interest or stated
terms of repayment.
5. DEBT:
The debt represents advances made to the Company by stockholders who,
individually, own less than 5% of the outstanding shares of the Company.
The advances do not bear interest, have no fixed terms of repayment and are
not pursuant to a written agreement.
6. INTERIM FINANCING PAYABLE:
On January 24, 2000, the Company signed an interim financing agreement with
an unrelated party for $75,000. The financing was paid in full subsequent
to September 30, 2000.
10
<PAGE>
GOLDEN RIVER RESOURCES INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (page 5)
Three month period ended September 30, 2000
(Unaudited - prepared by Management)
$ United States
--------------------------------------------------------------------------------
6. INTERIM FINANCING PAYABLE (CONTINUED):
In conjunction with signing the agreement, the lender received 150,000
common shares of the Company from a stockholder who owns less than 5% of
the Company. The market value of shares at the time of the transfer,
aggregating $12,000, was recorded as prepaid interest and a capital
contribution in the accounts of the Company. This amount is amortized on a
straight line basis over the estimated nine month term of the interim
financing.
7. CAPITAL STOCK:
a) Authorized:
50,000,000 common shares with a par value of $0.001 per share
1,000,000 preferred shares with a par value of $0.01 per share
b) During the three months ended September 30, 2000, the Company issued
142,027 common shares for services valued at $17,043 based on the
market value of the shares of $0.12 per share. Of these services, a
value of $10,630 had been provided at June 30, 2000.
c) During the three months ended September 30, 2000, the Company received
services for which it issued 50,000 common shares valued at their
market value of $0.10 per share.
d) During the three months ended September 30, 2000, the Company received
$75,000 for subscriptions for 750,000 common shares of the Company.
Prior to June 30, 2000, the Company received $25,000 for subscriptions
for 200,000 common shares of the Company. None of these shares were
issued as of September 30, 2000.
e) During the fiscal year ended June 30, 2000, the Company issued
1,700,000 common share stock options. These stock options have an
exercise price of $0.10 per share and expire on September 23, 2004.
All options had vested as at June 30, 2000.
8. RELATED PARTY TRANSACTIONS:
During the period ended September 30, 2000, the Company paid professional
fees of $30,000 (1999 - $nil) to the President of the Company.
Included in accounts payable and accrued liabilities at September 30, 2000
is $24,750 (June 30, 2000 - $84,417) payable to the Directors of the
Company.
11
<PAGE>
GOLDEN RIVER RESOURCES INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (page 6)
Three month period ended September 30, 2000
(Unaudited - prepared by Management)
$ United States
--------------------------------------------------------------------------------
9. SUBSEQUENT EVENT:
a) On August 15, 2000, the Company signed a letter of intent with
Columbus Networks Corporation ("Columbus") a Canadian private
corporation. Columbus' major activity is the development of electronic
recruitment websites including the Education Canada Network. The
letter states the Company will issue, subsequent to a share
consolidation, approximately 11,200,000 common shares for all of the
outstanding common shares of Columbus such that after the transaction
the former Columbus shareholders will own approximately 70% of the
outstanding common stock of the Company. The proposed transaction
would be accounted for as a reverse acquisition with Columbus
identified as the acquirer. After the proposed transaction, the
Company's name will be changed to Columbus Networks Corporation.
Implementation of the share exchange is subject to completion of due
diligence, shareholder and regulatory approval and completion of
definitive agreements.
b) Subsequent to September 30, 2000, the directors approved a private
placement pursuant to which the Company is offering for sale up to
5,000,000 units at US $0.10 per unit. Each Unit consists of one share
of Common Stock and one Common Stock Purchase Warrant. Each Common
Stock Purchase Warrant is exercisable to purchase one share of Common
Stock at a price of US $0.10 per share for one year from the date of
issuance.
As at November 13, 2000, 4,375,000 Units have been sold pursuant to
this private placement for aggregate proceeds of $437,500. The
proceeds of this private placement have been used for debt repayment
($75,000), and legal and accounting fees ($20,000). The remainder is
to be loaned to Columbus for its marketing efforts
12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
On June 30, 2000, the Board of Directors of the Company determined not to
continue with the agreement to acquire a mining property. Accordingly, since
that date it has not had any active operations.
Effective October 30, 2000, the Company entered into a Share Exchange Agreement
with Columbus Networks Corporation ("Columbus"), a private corporation
incorporated under the laws of British Columbia. The agreement contemplates that
the Company will issue, after a reverse stock split of its outstanding shares,
shares of its Common Stock for all of the outstanding common stock of Columbus
such that after the transaction, the current shareholders of Columbus will hold
70% of the outstanding shares of the Company's common stock, and the current
shareholders and option holders of the Company will retain 30% ownership of the
outstanding shares, prior to the issuance of shares for brokerage fees and
shares sold in a recent private placement. Completion of the share exchange is
subject to shareholder approval. A special meeting of shareholders is to be held
December 2, 2000.
The Company is currently engaged in a private placement of its Common Stock and
warrants to raise up to $500,000 in gross proceeds. The proceeds of the offering
are to be loaned to Columbus.
RESULTS OF OPERATIONS
During the three months ended September 30, 2000, the Company incurred a loss of
$85,448 due primarily to expenditures for professional fees ($38,523), general
and administrative expenses ($22,923), and travel and promotion ($29,451). The
Company has yet to generate any revenues. This compares to a loss of $297,975
for the three months ended September 30, 1999, with the most significant
expenditures being $196,920 in consulting fees, $40,121 in exploration costs,
$22,665 in professional fees, $20,394 in travel and promotion, and $17,313 in
general and administrative expenses.
Due to the lack of any revenues, and the cumulative losses of $2,375,391
incurred through September 30, 2000, there is a substantial doubt about the
Company's ability to continue as a going concern, as explained in Note 2.b) of
the Notes to the Financial Statements. The Company must generate future
profitable operations and receive continued financial support from its
shareholders and other investors. Management intends that the Company's future
active operations will be based on Columbus' business if the proposed
acquisition is completed. If the acquisition is not completed, the Company will
have to locate another business opportunity and/or additional funding to sustain
its existence.
FINANCIAL CONDITION
Since inception, the Company's capital resources have been limited. The Company
has had to rely upon the sale of equity securities for cash required to fund the
administration of the Company. From its inception through September 30, 2000,
the Company has raised $1,011,730, net of share issuance costs from the sale of
its Common Stock. Since the Company does not expect to generate any
13
<PAGE>
revenues in the near future, it will have to continue to rely upon sales of
equity and debt securities to raise capital. It follows that there can be no
assurance that financing, whether debt or equity, will always be available to
the Company in the amount required at any particular time or for any particular
period or, if available, that it can be obtained on terms satisfactory to the
Company.
Pursuant to an interim financing agreement dated January 24, 2000, the Company
borrowed $75,000 from an unrelated party. The interim financing bears interest
at 8%, was due in full by October 30, 2000, and is guaranteed by R. Bruce Manery
and Roger Watts, officers and directors of the Company. In October 2000, the
Company repaid this loan in full. In addition, during the fiscal year ended June
30, 2000, the Company borrowed $60,350 from various shareholders. These advances
do not bear interest, have no fixed terms of repayment, and are not evidenced by
any written agreements. The Company will need to obtain additional funds through
loans of this sort or the sale of its equity securities to maintain its
operations.
At September 30, 2000, the Company had a working capital deficiency of $269,067,
as compared to a deficiency of $262,631 at June 30, 2000. The increased
deficiency is due primarily to the loss incurred during the three months then
ended.
PLAN OF OPERATION
Of the $283,073 in current liabilities at September 30, 2000, $137,146 was for
trade and other obligations, and $75,000 had a October 30, 2000 repayment date.
The remaining amount of $70,927 does not have a fixed date for repayment.
As of September 30, 2000, the Company had approximately $9,500 cash on hand. The
Company is able to maintain an office, but is not able to service any existing
debt.
Subsequent to September 30, 2000, the Company sold units of its securities for
$0.10 per unit, each unit consisting of one share of Common Stock and one
warrant that entitles the holder to purchase one share of Common Stock at $0.10
per share. As of November 13, 2000, 4,375,000 units for total gross proceeds of
$437,500 had been sold. The proceeds of this private placement have been used
for debt repayment ($75,000), and legal and accounting fees ($20,000). The
remainder is to be loaned to Columbus for its marketing efforts.
14
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES
During the quarter ended September 30, 2000, the registrant
issued 192,027 shares of its common stock to three individuals
for services valued at $22,043. No underwriter was involved in
these transactions. The registrant relied upon the exemption
from registration contained in Section 4(2) of the Securities
Act of 1933. The persons to whom the shares were issued were
deemed to be sophisticated with respect to the investment in
the securities due to their financial condition and
involvement in the registrant's business. Restrictive legends
were placed on the stock certificates evidencing the shares.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A) EXHIBITS
<TABLE>
<CAPTION>
REGULATION
S-B NUMBER DOCUMENT
<S> <C> <C>
2.1 Offer to Purchase (1)<F1>
3.1 Articles of Incorporation (1)<F1>
3.2 Bylaws (1)<F1>
10.1 Mexicana I Agreement dated as of February 12, 1998 (1)<F1>
10.2 La Lajita Agreement dated as of February 12, 1998 (1)<F1>
10.3 1999 Stock Option Plan (1)<F1>
10.4 Agreement with Transmeridian Exploration Inc., as amended (1)<F1>
10.5 Letter of Intent with OREX Gold Mines Corporation (1)<F1>
10.6 Mexicana I Agreement dated as of November 12, 1999 (1)<F1>
10.7 Interim Financing Agreement (1)<F1>
21 Subsidiaries of the Registrant (1)<F1>
27 Financial Data Schedule
---------------
<FN>
(1)<F1> Incorporated by reference to the exhibits filed with the Registration Statement on Form 10-SB,
File No. 0-27953
</FN>
</TABLE>
B) REPORTS ON FORM 8-K:
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GOLDEN RIVER RESOURCES INC.
(Registrant)
Date: November 14, 2000 By: /S/ ROBERT BRUCE MANERY
---------------------------------------
Robert Bruce Manery, Secretary
(Principal financial officer)
<PAGE>
