PHILLIPS NIZER LLP
666 Fifth Avenue
New York, NY 10103
Tel: 212-977-9700
Fax: 212-262-5152
August 8, 2006
VIA TELECOPY
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Securities and Exchange Commission
Washington, DC 20549-7010
Attn: Melissa Campbell Duru, Esq.
Mail Stop 7010
Re: Golden River Resources Corporation
Registration Statement on Form SB-2
Filed July 7, 2006
File No. 333-135633
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Ladies and Gentlemen:
On behalf of our client, Golden River Resources Corporation, a Delaware
corporation (the "Company"), we have attached hereto Amendment No. 1 to the
Company's Registration Statement on Form SB-2. We have set forth below the
Company's responses to the Staff's comment letter dated August 2, 2006 with
respect to the Company's Registration Statement on Form SB-2. The Staff's
comments have been reproduced (in bold) below and are immediately followed by
the Company's responses thereto. The following responses were previously
provided to the Staff by letter dated August 4, 2006.
General
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1. Given the nature and size of the transaction being registered, advise
the staff of the company's basis for determining that the transaction
is appropriately characterized as a transaction that is eligible to be
made on a shelf basis under Rule 415(a)(1)(i).
The Company believes that the proposed offering of shares issuable upon
exercise of the Special Warrants and Warrants by RAB Special Situations (Master)
Fund Limited ("RAB") is a valid secondary offering that may be effected pursuant
to Rule 415(a)(1)(i) under the Securities Act of 1933, as amended (the "Act").
Securities and Exchange Commission
August 8, 2006
Page 2
As further discussed below, RAB is neither the parent nor a subsidiary of the
Company and is not an affiliate of the Company. In addition, the facts and
circumstances surrounding this offering will demonstrate that RAB is not acting
as an underwriter to distribute the shares on behalf of the Company.
Background of the Transaction
RAB is a closed end investment fund that seeks to generate investment
returns by making investments for its own account in various companies. RAB is
not registered as a broker-dealer and does hold itself out as an underwriter of
securities. RAB has been a stockholder of the Company since April 2004 and has
never sold any shares of the Company. RAB acquired the Special Warrants and
Warrants from the Company in June 2006 in order to avoid being diluted by the
issuance by the Company in May 2006 of 10 million shares of common stock and 20
million warrants to a third party in connection with the conversion of $1.5
million of debt into equity. There is no understanding or agreement between the
Company and RAB with respect to the distribution of the shares issuable upon
exercise of the Special Warrants and the Warrants. In order to avoid taking a
valuation haircut for restricted securities, RAB negotiated registration rights
for the shares issuable upon exercise of the Special Warrants and the Warrants.
Lack of Affiliate Status
RAB is not an affiliate of the Company. RAB currently owns 6.3% of the
issued and outstanding shares of common stock of the Company and does not have
any representatives on the Board of Directors. On a fully diluted basis RAB
would own 47.5% of the issued and outstanding common stock of the Company,
however, the Warrants and Special Warrants provide that they cannot be exercised
if they would cause RAB to own more than 9.99% of the issued and outstanding
shares of common stock of the Company. Although RAB has the power to waive this
provision upon 61 days prior written notice the existence of this limitation
reflects RAB's intention to limit the number of shares that it can acquire and
sell at any given time.
The Company May Not Receive Any Proceeds From the Offering
The Company will not receive any proceeds in connection with the sale of 10
million shares issuable upon exercise of the Special Warrants and the Company
may not receive any proceeds in connection with the sale of the 20 million
shares issuable upon exercise of the Warrants if RAB exercises such Warrants
utilizing the cashless exercise feature contained therein.
Selling Stockholder, page 13
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2. Pursuant to the terms of the special warrants, it would appear that
the special warrants are exercisable only through June 9, 2016. Your
disclosure indicates the special warrants are exercisable at "at any
time". Please review your disclosure in this section to indicate the
expiration date specified in the special warrants.
Securities and Exchange Commission
August 8, 2006
Page 3
We have revised the disclosure under Selling Stockholders to indicate that
the Special Warrants are exercisable until June 9, 2016, at which time all
Warrants that have not been exercised will automatically convert into shares of
common stock.
3. Please identify in the selling stockholder table the natural persons
who exercise voting and/or investment power over RAB Special
Situations (Master) Fund Limited. Refer to Interpretation 4S of the
Regulation S-K portion of the March 1999 supplement to the 1997 CF
Manual of Publicly Available Telephone Interpretations.
We have revised the disclosure under Selling Stockholders to indicate that
"RAB Special Situations (Master) Fund Limited is organized under the laws of the
Cayman Islands. Phillip Richards has sole investment and voting control over the
securities."
4. Please disclose if the selling stockholder is a registered
broker-dealer or affiliate of a registered broker-dealer. If you
determine that the selling stockholder is a registered broker-dealer,
please revise your disclosure to indicate that such selling
stockholder is an underwriter, unless such selling stockholder
received its securities as compensation for investment banking
services. If the selling stockholder is an affiliate of a registered
broker-dealer, please disclose, if true, that such selling stockholder
acquired its shares in the ordinary course of business and at the time
of the acquisition did not have any arrangements or understandings
with any person to distribute the securities. If not, you must
indicate that such selling stockholder is an underwriter.
We have been advised that RAB is neither a registered broker-dealer nor an
affiliate of a registered broker-dealer.
If possible, the Company would like to try to have the Form SB-2 declared
effective on August 14, 2006. The Company intends to file a formal request for
acceleration once it is advised by the Staff that the Staff does not have any
further comments on the Form SB-2.
Securities and Exchange Commission
August 8, 2006
Page 4
If you have any questions concerning the foregoing responses, please
contact the undersigned at 212-841-0700.
Very truly yours,
/s/ Brian Brodrick
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Brian Brodrick