Golden River Resources Corporation
A Delaware Corporation
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Level 8, 580 St Kilda Road, Melbourne
Victoria 3004, Australia
PO Box 6315, St Kilda Road Central
Melbourne, Victoria 8008, Australia
Telephone: +61 3 8532 2860
Facsimile: +61 3 8532 2805
Email: investor@goldenriverresources.com
October 15, 2008
VIA EDGAR
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Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Jill Davis, Esq.
Mail Stop 7010
Re: Golden River Resources Corporation
Form 10-KSB for the Fiscal Year Ended June 30, 2006
Filed September 28, 2006
Form 10-KSB for the Fiscal Year Ended June 30, 2007
Filed September 27, 2007
Response letter dated September 17, 2008
File No. 000-16097
Ladies and Gentlemen:
On behalf of Golden River Resources Corporation, a Delaware corporation ("GRR"
or the "Company"), we have set forth below the Company's proposed responses to
the Staff's comment letter dated September 26, 2008 with respect to the
Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2006
and June 30, 2007(the "Form 10-KSB").. The Staff's comments have been reproduced
(in bold) below and are immediately followed by the Company's responses thereto.
Form 10-KSB for the Fiscal Year Ended June 30, 2007
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Notes to Consolidated Financial Statements
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Note 5 Affiliate Transactions, page F-12
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1. We note your esponse to prior comment number two from our letter dated May
20, 2008. Based on your response, it appears the loan from Wilzed Pty Ltd
and subsequent extinguishment was made between related entities. As such,
it appears the extinguishment of the loan should be treated as a capital
transaction in accordance with footnote one of APB 26. We note your
request to change your financial statements in future filing beginning
with your Form 10-K for your fiscal year ended June 30, 2008.
In such report, please include the following:
o Include a separate footnore describing the loan transaction,
and the relationship between your company and Wilzed Pty Ltd;
and
o Revise your financial statements to reflect the extinguishment
of the loan as a capital transaction , including the value of
the warrants issued to Wilzed Pty Ltd as part of the loan
settlement.
The Company has filed its Form 10-K report for the year ended June 30,
2008 and has included the information requested in footnote 6.
Note 9 Issue of Options Under Stock Option Plan, page F-14
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2. Your response to comment number three provides an assessment of the impact
of applying a proper volatility rate to options issued in November 2004.
Please include within your Form 10-K for fiscal year ended June 30, 2008,
the impact of this change in your Consolidated Statement of Stockholders
Equity for the periods impacted. Also provide disclosure in the notes to
your financial statements describing the reasons for the adjustment to
stockholders equity.
The Company has filed its Form 10-K report for the year ended June 30,
2008 and has included the information requested in the Statement of
Stockholders Equity and footnote 2.
3. We note your response to prior comment number four. As you are required to
present comparative financial statements in your Form 10-K for the fiscal
year ended June 30, 2008, please restate your financial statements for the
year ended June 30, 2007 to present the effects of the error identified in
prior comment number four. Please ensure you label all financial
statements affected by the error as restated, and include the disclosures
required by paragraph 26 of SFAS 154 within the notes to your financial
statements.
The Company has filed its Form 10-K report for the year ended June 30,
2008 and has restated the financial statements for the year ended June 30,
2007 as requested and included the information required by paragraph 26 of
SFAS 154.
Please also consider the requirements of Form 8-K to determine if you need
to file an Item 4.02 Form 8-K related to the non-reliance on previously
issued financial statements.
The Company filed a Form 8-K on October 3, 2008.
On behalf of the Company we hereby acknowledge the following:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with
respect to the filing; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
If you have any questions concerning the responses, please do not hesitate to
call me at 011-61-3-8532-2866.
Yours faithfully
/s/ Peter Lee
PETER LEE
Director, CFO & Secretary