UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]                ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                    For the fiscal year ended June 30, 2000

[ ]               TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
             For the transition period from __________ to _________


                         Commission file number: 0-27953

                           GOLDEN RIVER RESOURCES INC.
                 (Name of small business issuer in its charter)

           NEVADA                                            98-0187538
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)


         2420 PANDOSY STREET, KELOWNA, BRITISH COLUMBIA, CANADA V1Y 1T8
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (250) 717-1049

       Securities registered under Section 12(b) of the Exchange Act: NONE

         Securities registered under Section 12(g) of the Exchange Act:

                          COMMON STOCK, $.001 PAR VALUE
                                (Title of class)

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 [ ]

Check  if no  disclosure  of  delinquent  filers  in  response  to  Item  405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year:  $-0-

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days: $1,084,660 as of September 22, 2000.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 17,653,072 AS OF JUNE 30, 2000

Transitional Small Business Disclosure Format (Check one):    Yes [  ]  No [X]

Exhibit index on page 17.                                    Page 1 of 32 pages


<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

CORPORATE HISTORY

As used herein,  the term  "Company"  refers to Golden River  Resources  Inc., a
corporation  incorporated under the laws of Nevada. The Company was incorporated
under  the laws of the State of Nevada on June 17,  1997.  The  Company  has one
subsidiary:  Rob Roy Resources Inc. ("Rob Roy"),  all of the shares of which are
owned  directly  by the  Company.  Rob Roy owns all of the shares of La Mexicana
Resources S.A. de C.V. ("La Mexicana").  The Company,  through its subsidiaries,
had been  engaged in the  acquisition  and  exploration  of a  precious  mineral
property. It is now seeking a new business opportunity.

In May 1998, the Company  completed a private  placement of 3,568,000  shares of
its Common  Stock,  resulting in gross  proceeds of $35,680.  In June 1998,  the
Company sold 200,000  shares of Common Stock for gross  proceeds of $10,000.  In
December  1998,  the Company  sold  1,800,000  shares of Common  Stock for gross
proceeds of $90,000.

On March 10, 1999,  the Company  completed the purchase of all of the issued and
outstanding shares of Rob Roy, a non-reporting  company  incorporated in British
Columbia,  Canada, on June 13, 1997. The Company issued, on a one-for-one basis,
6,454,872  shares of its Common  Stock (the  "Takeover  Shares") in exchange for
6,454,872  common shares without par value of Rob Roy.  Certificates  for 15% of
the  Takeover  Shares  issued  to  Rob  Roy's  shareholders  were  subject  to a
restrictive legend which expired on May 11, 1999; certificates for an additional
15% of the Takeover Shares were subject to a restrictive legend which expired on
September 11, 1999; and the  certificates for the balance of 70% of the Takeover
Shares were subject to a restrictive legend which expired on January 11, 2000.

After  the  completion  of the  purchase,  Rob Roy  became a  subsidiary  of the
Company.  Rob Roy owns 100% of the shares of La Mexicana, a company incorporated
pursuant to the laws of Mexico on February  12,  1998.  La Mexicana is a company
that had been engaged in the acquisition  and exploration of a natural  resource
property  located  in the  area of  Durango,  Mexico.  Rob Roy  does not have an
interest in any other companies.

The Company engaged in two other private  placements of Common Stock:  2,000,000
shares  for gross  proceeds  of  $700,000  in April 1999 and  750,000  shares in
September 1999 to satisfy an obligation to pay for services.

On October 13, 1999, the Company  entered into an agreement with Peter Holstein,
on behalf of himself and all other  shareholders  of  Transmeridian  Exploration
Inc.,  a British  Virgin  Islands  company  engaged  in oil and gas  exploration
("Transmeridian"),  to  purchase  all of the  issued and  outstanding  shares of
Transmeridian by issuing shares of Common Stock of the Company.  The Company has
determined not to pursue a transaction with Transmeridian.

On June 30, 2000,  the Board of Directors  determined  not to continue  with the
agreement on the Mexicana I property.  Accordingly, both Rob Roy and La Mexicana
are inactive corporations.

On August 15, 2000, the Company signed a letter of intent with Columbus Networks
Corporation  ("Columbus"),  a private corporation incorporated under the laws of
British Columbia. The letter of intent contemplates that the Company will issue,
after a reverse stock split of its outstanding  shares, its Common Stock for all
of the outstanding common stock of Columbus such that after the transaction, the
former Columbus  shareholders will own approximately 70% of the then outstanding
Common Stock of the Company.  If completed,  the proposed  transaction  would be
accounted for as a reverse acquisition with Columbus identified as the acquirer.
Completion  of the share  exchange is subject to  completion  of due  diligence,
shareholder and regulatory approval, and completion of definitive agreements.

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.

                                       2
<PAGE>


As a result of the  abandonment of the option to acquire the Mexicana I property
through La  Mexicana,  the  Company  has no current  operations  and no material
assets.  As such,  the Company can be defined as a "shell"  company,  whose sole
purpose at this time is to locate and consummate a merger or acquisition  with a
private  entity.  The Board of  Directors of the Company has elected to commence
implementation  of the Company's  principal  business  purpose,  described below
under "Plan of Operation."

INVESTMENT COMPANY ACT OF 1940

Although the Company will be subject to regulation  under the  Securities Act of
1933, as amended (the  "Securities  Act"),  and the  Securities  Exchange Act of
1934, as amended (the "Exchange Act"),  management believes the Company will not
be subject to regulation  under the  Investment  Company Act of 1940, as amended
(the  "Investment  Company Act"),  insofar as the Company will not be engaged in
the  business of investing  or trading in  securities.  In the event the Company
engages in business  combinations  which result in the Company  holding  passive
investment  interests in a number of entities,  the Company  could be subject to
regulation under the Investment Company Act. In such event, the Company would be
required  to register  as an  investment  company and could be expected to incur
significant  registration  and  compliance  costs.  The Company has  obtained no
formal  determination  from the  Securities  and Exchange  Commission  as to the
status of the Company  under the  Investment  Company Act and,  consequently,  a
violation   of  such  Act  could   subject  the  Company  to  material   adverse
consequences.

FORWARD LOOKING STATEMENTS

Pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
Reform Act of 1995 (the "PSLRA"), the Company cautions readers regarding forward
looking  statements  found in the  following  discussion  and  elsewhere in this
report  and in any other  statement  made by, or on the  behalf of the  Company,
whether or not in future filings with the  Securities  and Exchange  Commission.
Forward-looking  statements are  statements not based on historical  information
and which relate to future  operations,  strategies,  financial results or other
developments.  Forward looking  statements are necessarily  based upon estimates
and assumptions that are inherently  subject to significant  business,  economic
and competitive  uncertainties and  contingencies,  many of which are beyond the
Company's control and many of which, with respect to future business  decisions,
are subject to change.  These  uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any  forward-looking  statements  made by or on  behalf of the  Company.  The
Company disclaims any obligation to update forward-looking statements.

PLAN OF OPERATION

The Company  intends to seek to acquire  assets or shares of an entity  actively
engaged in a business that generates  revenues,  in exchange for its securities.
While the Company has entered into a letter of intent with Columbus, there is no
assurance  that the  proposed  transaction  will be  completed.  If the proposed
transaction is not completed,  management intends to contact investment bankers,
corporate   financial   analysts,   attorneys  and  other  investment   industry
professionals through various media.

Depending  upon  the  nature  of  the  relevant  business  opportunity  and  the
applicable  state  statutes  governing  the manner in which the  transaction  is
structured,  the Company's  Board of Directors  expects that it will provide the
Company's  shareholders  with  complete  disclosure  documentation  concerning a
potential  business  opportunity  and the  structure  of the  proposed  business
combination prior to consummation. Such disclosure is expected to be in the form
of a proxy, information statement, or report.

While such disclosure may include audited financial  statements of such a target
entity,  there is no assurance that such audited  financial  statements  will be
available.  The Board of Directors does intend to obtain  certain  assurances of
value of the target entity's  assets prior to  consummating  such a transaction,
with further  assurances  that audited  financial  statements  would be provided
within sixty days after closing.  Closing documents will include representations
that the value of the assets  conveyed to or otherwise so  transferred  will not
materially differ from the  representations  included in such closing documents,
or the transaction will be voidable.


                                       3
<PAGE>

Due to the  Company's  intent  to  remain  a shell  company  until a  merger  or
acquisition   candidate  is  identified,   it  is  anticipated   that  its  cash
requirements  will be minimal,  and that all  necessary  capital,  to the extent
required,  will be provided by the  directors or officers.  The Company does not
anticipate  that  it will  have  to  raise  capital  or  acquire  any  plant  or
significant  equipment in the next twelve months, unless a merger or acquisition
target is identified.

GENERAL BUSINESS PLAN

The  Company's  purpose  is to  seek,  investigate  and,  if such  investigation
warrants,  acquire an  interest  in business  opportunities  presented  to it by
persons  or firms who or which  desire to seek the  perceived  advantages  of an
Exchange Act registered corporation. The Company will not restrict its search to
any specific business,  industry,  or geographical  location and the Company may
participate  in a  business  venture  of  virtually  any  kind or  nature.  This
discussion of the proposed business is purposefully  general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities.  Management anticipates that it may
be able to  participate  in only one  potential  business  venture  because  the
Company  has  nominal  assets  and  limited  financial  resources.  This lack of
diversification  should be considered a substantial  risk to shareholders of the
Company because it will not permit the Company to offset  potential  losses from
one venture against gains from another.

The Company may seek a business  opportunity  with  entities  that have recently
commenced operations, or that wish to utilize the public marketplace in order to
raise  additional  capital in order to expand into new  products or markets,  to
develop a new product or service, or for other corporate  purposes.  The Company
may acquire assets and establish wholly-owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.

Management  anticipates that the selection of a business opportunity in which to
participate  will be  complex  and  extremely  risky.  Due to  general  economic
conditions,  rapid  technological  advances  being made in some  industries  and
shortages  of available  capital,  management  believes  that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.  Such
perceived  benefits may include,  among other things,  facilitating or improving
the  terms  on  which  additional  equity  financing  may be  sought,  providing
liquidity for incentive stock options or similar benefits to key employees,  and
providing  liquidity  (subject to restrictions  of applicable  statutes) for all
shareholders.  Potentially,  available business  opportunities may occur in many
different  industries  and at various stages of  development,  all of which will
make  the  task of  comparative  investigation  and  analysis  of such  business
opportunities extremely difficult and complex.

The Company has, and will continue to have, no capital with which to provide the
owners of business  opportunities  with any  significant  cash or other  assets.
However,  management  believes  the  Company  will be able to  offer  owners  of
acquisition  candidates  the  opportunity  to  acquire a  controlling  ownership
interest in a publicly  registered  company without  incurring the cost and time
required  to conduct  an initial  public  offering.  The owners of the  business
opportunities  will,  however,  incur  significant legal and accounting costs in
connection with the acquisition of a business  opportunity,  including the costs
of preparing  annual (Form 10-K or 10-KSB),  quarterly (Form 10-Q or 10-QSB) and
current reports (Form 8-K),  agreements and related documents.  The Exchange Act
specifically  requires that any merger or acquisition  candidate comply with all
applicable  reporting  requirements,  which include  providing audited financial
statements  to be  included  within  the  numerous  filings  required  under the
Securities Exchange Act. Nevertheless, the officers and directors of the Company
have not conducted  market research and are not aware of statistical  data which
would support the perceived benefits of a merger or acquisition  transaction for
the owners of a business opportunity.

The analysis of new business  opportunities  will be undertaken by, or under the
supervision  of, the  officers and  directors of the Company,  none of whom is a
professional business analyst.  Management intends to concentrate on identifying
preliminary  prospective  business  opportunities  which may be  brought  to its
attention through present  associations of the Company's officers and directors,
or  by  the   Company's   shareholders.   In  analyzing   prospective   business
opportunities, management will consider such matters as the available technical,
financial  and  managerial  resources;   working  capital  and  other  financial
requirements; history of operations, if any; prospects for the future; nature of
present and  expected  competition;  the quality and  experience  of  management
services which may be available and the depth of that management;  the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed  activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition of

                                       4
<PAGE>

acceptance of products,  services,  or trades;  name  identification;  and other
relevant  factors.  Officers  and  directors  of  the  Company  expect  to  meet
personally with management and key personnel of the business opportunity as part
of their "due  diligence"  investigation.  To the extent  possible,  the Company
intends to utilize written reports and personal  investigations  to evaluate the
above  factors.  The Company  will not  acquire or merge with any  company  that
cannot provide audited  financial  statements within a reasonable period of time
after closing of the proposed transaction.

Management of the Company,  while not especially experienced in matters relating
to the new business of the Company,  shall rely upon their own efforts and, to a
much lesser extent, the efforts of the Company's shareholders,  in accomplishing
the business  purposes of the Company.  It is not  anticipated  that any outside
consultants or advisors, except for the Company's legal counsel and accountants,
will be utilized by the Company to effectuate its business purposes. However, if
the  Company  does retain such an outside  consultant  or advisor,  any cash fee
earned   by  such   party   will  most   likely  be  paid  by  the   prospective
merger/acquisition  candidate,  as the  Company has no cash assets with which to
pay such  obligation.  As of the date of this report,  the Company does not have
any  contracts  or  agreements  with  any  outside   consultants  and  none  are
contemplated.

Management  will not restrict  the  Company's  search for any  specific  kind of
firms, but may acquire a venture that is in its preliminary or development stage
or is already operating.  It is impossible to predict at this time the status of
any business in which the Company may become engaged,  in that such business may
need to seek additional capital,  may desire to have its shares publicly traded,
or may seek other perceived advantages which the Company may offer. Furthermore,
management  does not  intend to seek  capital to finance  the  operation  of any
acquired  business  opportunity  until such time as the Company has successfully
consummated a merger or acquisition.

It  is  anticipated  that  the  Company  will  incur  nominal  expenses  in  the
implementation  of its  business  plan.  Because the Company has no capital with
which to pay these anticipated expenses,  present management of the Company will
pay these  charges  with their  personal  funds,  as interest  free loans to the
Company. If additional funding is necessary, management and/or shareholders will
continue to provide capital or arrange for outside  funding.  However,  the only
opportunity  which  management  has to have these  loans  repaid  will be from a
prospective merger or acquisition  candidate.  Management's  agreements with the
Company contain no negative covenants that would impede or prevent  consummation
of a proposed transaction.  There is no assurance, however, that management will
continue to provide capital  indefinitely if a merger candidate cannot be found.
If a merger candidate cannot be found in a reasonable period of time, management
may be required  reconsider  its  business  strategy,  which could result in the
dissolution of the Company.

ACQUISITION OF OPPORTUNITIES

In implementing a structure for a particular business  acquisition,  the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing  agreement with another  corporation  or entity.  The Company may also
acquire  stock or assets  of an  existing  business.  On the  consummation  of a
transaction,  it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition,  the Company's
directors may, as part of the terms of the acquisition  transaction,  resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell  their  stock in the  Company.  Any and all such sales will only be made in
compliance  with the  securities  laws of the United  States and any  applicable
state.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon an exemption from registration  under applicable federal
and state  securities  laws.  In some  circumstances,  however,  as a negotiated
element of its  transaction,  the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified
times  thereafter.  If  such  registration  occurs,  of  which  there  can be no
assurance,  it will be undertaken by the surviving  entity after the Company has
successfully  consummated a merger or  acquisition  and the Company is no longer
considered a "shell" company. Until a merger or acquisition is consummated,  the
Company will not attempt to register any additional securities.  The issuance of
substantial  additional  securities  and their  potential  sale into the trading
market may have a depressive effect on the value of the Company's securities.

                                       5
<PAGE>


While the actual  terms of a  transaction  to which the  Company  may be a party
cannot  be  predicted,  it may be  expected  that the  parties  to the  business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free  treatment under the Code, it may be necessary for the owners of
the acquired  business to own 80% or more of the voting  stock of the  surviving
entity.  In such event, the shareholders of the Company would retain 20% or less
of the issued and outstanding shares of the surviving entity, which would result
in significant dilution in the equity of such shareholders.

As part of the Company's "due diligence"  investigation,  officers and directors
of the Company will meet personally with management and key personnel, may visit
and inspect material facilities,  obtain independent analysis of verification of
certain information provided,  check references of management and key personnel,
and take other reasonable  investigative measures to the extent of the Company's
limited financial  resources and management  expertise.  The manner in which the
Company  participates  in an  opportunity  will  depend  on  the  nature  of the
opportunity,  the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative  negotiation  strength of the
Company and such other management.

With  respect to any merger or  acquisition  negotiations  with  target  company
management  is expected  to focus on the  percentage  of the  Company  which the
target  company  shareholders  would  acquire  in  exchange  for  all  of  their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities,  the Company's shareholders will in all
likelihood  hold a substantially  lesser  percentage  ownership  interest in the
Company  following any merger or  acquisition.  The percentage  ownership may be
subject to  significant  reduction  in the event the  Company  acquires a target
company  with  substantial  assets.  Any merger or  acquisition  effected by the
Company can be expected to have a significant  dilutive effect on the percentage
of shares held by the Company's then shareholders.

The  Company  will  participate  in  a  business   opportunity  only  after  the
negotiation and execution of appropriate written agreements.  Although the terms
of such agreements  cannot be predicted,  generally such agreements will require
some specific representations and warranties by all of the parties, will specify
certain  events of default,  will detail the terms of closing and the conditions
that must be satisfied by each of the parties  prior to and after such  closing,
will outline the manner of bearing costs,  including  costs  associated with the
Company's attorneys and accountants, will set forth remedies on default and will
include miscellaneous other terms.

As stated previously, the Company will not acquire or merge with any entity that
cannot provide  independent  audited  financial  statements  within a reasonable
period of time after closing of the proposed transaction. The Company is subject
to the reporting  requirements of the Securities Exchange Act. Included in these
requirements is the affirmative duty of the Company to file independent  audited
financial statements as part of its Form 8-K to be filed with the Securities and
Exchange Commission upon consummation of a merger or acquisition, as well as the
Company's  audited  financial  statements  included in its annual report on Form
10-K (or 10-KSB, as applicable).  If such audited  financial  statements are not
available  at  closing,  or within  time  parameters  necessary  to  insure  the
Company's  compliance  with the  requirements  of the  Exchange  Act,  or if the
audited financial statements provided do not conform to the representations made
by the candidate to be acquired in the closing documents,  the closing documents
will provide that the proposed transaction will be voidable at the discretion of
the present  management  of the  Company.  If such  transaction  is voided,  the
agreement will also contain a provision  providing for the acquisition entity to
reimburse the Company for all costs associated with the proposed transaction.

COMPETITION

The  Company  will  remain an  insignificant  participant  among the firms which
engage in the acquisition of business opportunities.  There are many established
venture  capital  and  financial  concerns  which  have  significantly   greater
financial and personnel  resources and technical  expertise than the Company. In
view of the Company's combined extremely limited financial resources and limited
management  availability,  the  Company  will  continue  to be at a  significant
competitive disadvantage compared to the Company's competitors.


                                       6
<PAGE>

EMPLOYEES

As of September  25, 2000,  the Company  employed one person  full-time  and one
person part-time at its Kelowna office.

ITEM 2.  DESCRIPTION OF PROPERTY.

La Mexicana,  a wholly owned subsidiary of Rob Roy, acquired options to purchase
rights to certain  mineral  properties in Mexico.  La Mexicana's  main focus had
been on the La Lajita and Mexicana 1 properties  located near  Durango,  Mexico.
After performing a drill program on the La Lajita property,  the Company decided
that the La Lajita  property did not warrant any further work and terminated its
option on that property in September 1999. In June 2000, the Company  determined
to abandon the option on the Mexicana I property.

LA LAJITA

La Mexicana  entered into an  agreement  (the  "Fuerte  Mayo  Agreement")  dated
February 12, 1998 with Fuerte Mayo S.A. de C.V. ("Fuerte Mayo"), an arm's length
party,  to acquire the right and option to purchase an undivided 60% interest in
the La Esperanza,  Guadalupe  and Ampl.  de Guadalupe  mining Lots and the Santa
Nino and Dos Hermanos mining lots located near Durango, Mexico.

An initial  program of 943.9 meters of diamond  drilling in 13 holes was carried
out by Britton Hermanos, S.A. de C.V. under the supervision of Company personnel
from April to June 1999.

After completing the exploration program on the La Lajita property,  the Company
decided to  terminate  its option  since the  drilling  did not  outline an open
pittable  resource of  sufficient  size to meet the  Company's  objectives.  The
Company paid  acquisition  costs  $492,500,  issued  350,000 shares and incurred
exploration  expenditures  in excess of $300,000 on the La Lajita property prior
to terminating its option.

LA MEXICANA

La Mexicana entered into an agreement in writing (the "Alcaraz Agreement") dated
February  12, 1998 and amended as of November  12,  1999,  with ING.  Cuitlahuac
Rangel  Alcaraz  ("Alcaraz"),  an arm's length  party,  to acquire the right and
option to purchase an undivided 70% interest in the Mexicana I property  located
near Durango, Mexico. The option required exercise by February 12, 2001.

The  Company  had not  conducted  any  exploration  on the  Mexicana 1 property.
Subject to the  availability  of funds,  the  Company  had  planned to conduct a
systematic  regional mineral exploration  program,  consisting of regional scale
stream  geochemical  sampling  and rock  sampling  to test the area in the first
quarter of 2000. The work program required a budget of approximately $96,000.

The Company  determined that the property would require too much exploration and
development  work  and  that it would be too  difficult  to  raise  the  capital
necessary to carry out the  proposed  work  program,  given the  depressed  gold
exploration  market.  The Company paid acquisition  costs of $307,500 and issued
500,000 shares prior to terminating the option.

ITEM 3.  LEGAL PROCEEDINGS.

None.

                                       7
<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.



                                       8
<PAGE>
                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The  Company's  Common Stock is quoted on the OTC  Bulletin  Board system of the
National  Association of Securities  Dealers with the symbol GDRV. The Company's
Common  Stock has been quoted on the OTC-BB from January 15, 1999 to December 1,
1999 and since July 21, 2000. From December 2, 1999 to July 21, 2000, the Common
Stock was quoted on the "pink sheets."

The  following  table lists the high and low bid prices  quoted on the OTC-BB of
the National  Association of Securities  Dealers and pink sheets of the National
Quotation Bureau for shares of the Company's Common Stock for each of the fiscal
quarters since the Company's stock was first quoted.

<TABLE>
<CAPTION>
<S>                                     <C>                           <C>
Fiscal Quarter Ended                    High Bid                      Low Bid

March 31, 1999                            $0.51                        $0.34
June 30, 1999                             $0.51                        $0.31
September 30, 1999                        $0.44                        $0.09
December 31, 1999                         $0.29                        $0.01
March 31, 2000                            $0.28                        $0.02
June 30, 2000                             $0.22                        $0.10

</TABLE>

On September 22, 2000, the high and low bid prices were both $0.07.

The high and low bid  quotations  reflect  inter-dealer  prices,  without retail
mark-up, mark-down or commission and may not represent actual transactions.

The  Company's  Common  Stock is issued  in  registered  form and the  following
information  is taken  from  the  records  of  Computershare  Investor  Services
(formerly  American  Securities  Transfer and Trust  Inc.),  of 12039 W. Alameda
Parkway,  Suite Z-2, Lakewood,  Colorado 80228, the registrar and transfer agent
for the Common Stock.

On June 30, 2000, the  shareholders'  list for the Company's Common Stock showed
155 registered shareholders and 17,653,072 shares outstanding.

The  Company has not paid  dividends  in the past and it does not expect to have
the  ability to pay  dividends  in the near  future.  If the  Company  generates
earnings in the future, it expects that they will be retained to finance further
growth and,  when  appropriate,  retire debt.  The Directors of the Company will
determine if and when dividends  should be declared and paid in the future based
on the Company's  financial  position at the relevant time. All of the Company's
shares are entitled to an equal share in any dividends declared and paid.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Effective  March 10, 1999, the Company  completed the acquisition of 100% of the
outstanding  common  shares  of Rob Roy.  As the Rob Roy  shareholders  obtained
effective control of the Company through the exchange of their shares of Rob Roy
for shares of the  Company,  the  acquisition  has been  accounted  for in these
consolidated  financial statements as a reverse acquisition.  Consequently,  the
consolidated  statements  of loss and deficit and changes in cash flows  reflect
the results from  operations  and changes in financial  position of Rob Roy, the
legal subsidiary,  since inception combined with those of the Company, the legal
parent,  from the date of  acquisition  on March 10, 1999,  in  accordance  with
generally accepted accounting principles for reverse acquisitions.  In addition,
the comparative figures are those of Rob Roy, the legal subsidiary.

The Company's  fiscal year end is June 30. The following is a summary of certain
selected  financial  information  for the fiscal  years  ended June 30, 2000 and
1999, and the period from its date of incorporation to June 30, 1998.  Reference
should  be made  to the  financial  statements  attached  to  this  registration
statement to put the following


                                       9
<PAGE>

summary in context.  All dollar figures  referred to in this section relating to
the Company are listed in US dollars unless otherwise noted.

<TABLE>
<CAPTION>
<S>                                  <C>                          <C>                      <C>
                                                                                           Inception (June 13, 1997)
                                        Year ended                   Year ended                to June 30, 1998
                                       June 30, 2000                June 30, 1999                 (unaudited)

Revenues                                    --                           --                           --
(Loss) from continuing
  operations                         $    (578,584)
(Loss) per common share
                                     $       (0.04)               $           (0.15)           $            (0.26)


                                       June 30, 2000                June 30, 1999                June 30, 1998

Working capital (deficiency)         $   (262,631)                $     (170,390)              $       (28,983)
Total assets                         $     37,120                 $       72,797               $        12,798
Long-term obligations                $        --                             --                           --
</TABLE>

Results of Operations

During the  fiscal  year ended June 30,  2000,  the  Company  incurred a loss of
$578,584.  The  Company's  level of activity was lower in fiscal 2000,  with the
Company focusing its efforts on regaining the listing of its Common Stock on the
OTC  Bulletin  Board.  Accordingly,  the  Company  did very little in the way of
exploration  work on the Mexicana I property and other outside  activities.  The
loss  included  the  write-off  of $30,000  in option  payments  and  $42,065 in
exploration  costs on the Mexicana I property.  See Part I - Item 2. Description
of  Property.  The most  significant  expenses  incurred by the Company were for
consulting fees of $226,425,  $215,720 of which was paid through the issuance of
shares of the Company's Common Stock and the granting of stock options.  General
and  administrative  expenses  were  slightly  higher in fiscal 2000 ($47,044 as
compared  to $35,592 in 1999).  However,  travel and  promotion  decreased  from
$136,384 in 1999 to $73,949 in 2000.

The Company's level of activity was substantially  higher during the fiscal year
ended  June  30,  1999,  as  compared  to the  previous  period.  Expenses  were
$1,202,151  for 1999 as  compared  to $509,208  for 1998.  The most  significant
increases were in the areas of exploration of mineral properties  ($245,210) due
to the drill program  undertaken on the La Lajita  property,  professional  fees
($152,065)  primarily due to the legal and accounting expenses incurred with the
acquisition  of Rob Roy, and travel and  promotion  ($136,384)  due to travel to
Mexico and financial public relations work. Additionally,  the Company wrote-off
$576,050  in 1999 upon its  decision to abandon  the La Lajita  property.  After
completing  the  exploration  program  on the La Lajita  property,  the  Company
decided to terminate its option.  The Company made option  payments of $534,214,
issued 350,000 shares valued at $17,500, and incurred  exploration  expenditures
in excess of $300,000 prior to terminating its option in September 1999.

From June to July, 1999, a 943.9-meter  diamond drilling program was carried out
on the La Lajita  property in the area  recommended by the Company's  consulting
geologists  as having the highest  possibility  of  containing  an open pittable
precious metals resource.  The results obtained by the Company in September 1999
revealed that the drilling did not outline sufficient  mineralization  (material
containing  minerals of value) at high enough grades to continue  exploration of
the property. While underground mining targets with good potential remain on the
property, they do not fit the Company's corporate objectives.

Due to the  lack  of any  revenues,  and the  cumulative  losses  of  $2,289,943
incurred through June 30, 2000, there is a substantial doubt about the Company's
ability  to  continue  as a  going  concern,  as  noted  in  the  report  of the
independent auditors on the Company's financial statements. The Company requires
additional  financing  to  continue  operations.  If it is unable to obtain such
financing, it may be unable to continue operations.

                                       10
<PAGE>


LIQUIDITY AND 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 June 30, 2000,  the
Company has raised $1,055,230,  net of share issuance costs from the sale of its
Common Stock. In addition,  850,000 shares have been issued for mineral property
options and 1,932,200  shares have been issued for  services.  Since the Company
does not expect to generate  any  revenues in the near  future,  it will have to
continue to rely upon sales of equity and debt  securities to raise capital,  as
well as loans from shareholders.  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%, is due in full by October 30, 2000,  and is guaranteed by R. Bruce Manery
and Roger Watts, officers and directors of the Company. 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 June 30, 1999, the Company had a working capital  deficiency of $170,390,  as
compared  to $28,983 at June 30,  1998.  The  increase  in the  working  capital
deficiency  can be  attributed  to the cash  outlays  for  payments  on  mineral
properties and mineral  property  exploration  made during the fiscal year ended
June 30, 1999. In June 2000, the Company  terminated its option agreement and no
longer has any interest in any mineral properties.

At June 30, 2000, the Company had a working capital deficiency of $262,631.  The
increase was due primarily to the loss incurred during the year then ended.

PLAN OF OPERATION

Of the $291,577 in current  liabilities at June 30, 2000, $124,129 was for trade
and other  obligations,  and $75,000 had a October 30, 2000 repayment  date. The
remaining amount of $92,448 does not have a fixed date for repayment.

As of June 30, 2000,  the Company had  approximately  $20,000 cash on hand.  The
Company is able to maintain an office,  but is not able to service any  existing
debt. The Company does not intend to hire any more full-time  employees over the
next 12 months.  The Company  does not intend to make any  purchases of plant or
equipment over the next 12 months.


ITEM 7.  FINANCIAL STATEMENTS.

The audited financial  statements of the Company for the fiscal years ended June
30, 2000 and 1999, with comparative figures to June 30, 1998 are attached hereto
as pages F-1 to F-14.  Effective  March 10,  1999,  the  Company  completed  the
acquisition of 100% of the outstanding  common shares of Rob Roy. As the Rob Roy
shareholders  obtained  effective control of the Company through the exchange of
their  shares of Rob Roy for shares of the  Company,  the  acquisition  has been
accounted  for  in  these  consolidated   financial   statements  as  a  reverse
acquisition.  Consequently,  the consolidated statements of loss and deficit and
changes in cash  flows  reflect  the  results  from  operations  and  changes in
financial  position of Rob Roy, the legal subsidiary,  since inception  combined
with those of the Company,  the legal parent,  from the date of  acquisition  on
March 10, 1999, in accordance with generally accepted accounting  principles for
reverse acquisitions. In addition, the comparative figures are those of Rob Roy,
the legal subsidiary.


                                       11
<PAGE>

ITEM 8.  CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING  AND
         FINANCIAL DISCLOSURE.

         None.




                                       12
<PAGE>
                                    PART III

ITEM 9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The following  table sets forth the name,  age, and position of each officer and
director  of the  Company.  No  director  of the  Company has been a director or
officer of a company  registered  under the 1934 Act.  Further,  no directors or
officers,  promoters  or control  persons of the  Company  have in the past five
years been  involved  in any  bankruptcy,  criminal  proceedings  or  securities
infractions.


<TABLE>
<CAPTION>
<S>                               <C>       <C>
NAME                              AGE       POSITION

David St. Clair Dunn              47        President, Director

Robert Bruce Manery               52        Vice-President Corporate Development, Secretary, Director

Roger Watts                       54        Chairman of the Board, Director
</TABLE>


All  directors of the Company have served since April 7, 1999.  The officers and
directors were elected on December 3, 1999, and will serve for one year or until
their respective successors are elected and qualified.

DAVID ST. CLAIR DUNN - PRESIDENT, DIRECTOR

Self-Employed  consulting geologist.  Vice President of Exploration and director
from  April  1998  to  April  1999 of ESM  Resources  Ltd.,  Vancouver,  British
Columbia,  a company  engaged  in  mineral  exploration.  Director  of  Hyperion
Resources  Corp.  from  September  1997 to December,  1998,  Vancouver,  British
Columbia,  a  mineral  exploration  company.   Vice  President   Exploration  of
Consolidated Silver Tusk Mines Ltd., Vancouver,  British Columbia, from May 1997
to December 1997. From November 1993 to November 1996 was the vice president and
a director of Pioneer Metals Corp.,  Vancouver,  British Columbia. From May 1990
to May 1993 was a consulting geologist to various public companies.  Mr. Dunn is
a registered professional  geoscientist with the British Columbia Association of
Professional  Engineers and  Geoscientists.  He graduated from the University of
British Columbia in Vancouver, with a Bachelor of Science degree in geology.

ROBERT BRUCE MANERY - VICE-PRESIDENT CORPORATE DEVELOPMENT, SECRETARY, DIRECTOR

Since April 1975 has been the  President of RB Graphics  Canada  Inc.,  Kelowna,
British Columbia, an advertising and marketing company involved in the marketing
of international  trade shows. Also President of One of a Kind  Incorporated,  a
company  involved in the  marketing of  syndicated  radio shows in North America
(the Champ) and the  marketing  of  international  art and wine exposes from May
1991 to present. Mr. Manery does not have any previous mining experience.

ROGER WATTS - CHAIRMAN OF THE BOARD OF DIRECTORS

Barrister  and  Solicitor.  Senior  partner with the law firm of Salloum,  Doak,
Kelowna, British Columbia, since 1990.

No other  directorships are held by each director in any company with a class of
securities  registered  pursuant to Section 12 of the Securities Exchange Act of
1934 or any company  registered as an investment  company,  under the Investment
Company Act of 1940.

Messrs.  Dunn,  Manery and Watts may be deemed to be  "promoters"  and  "control
persons" of the Company,  as that term in defined in the Securities Act of 1933.
There are no other control persons.


                                       13
<PAGE>

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

During the fiscal year ended June 30, 2000, Messrs.  Dunn, Manery and Watts were
required  to file a Form 3 by January 3, 2000,  the date on which the  Company's
registration  statement on Form 10-SB became effective.  The Forms 3 for Messrs.
Manery and Watts were  filed on  January  7, 2000.  The Form 3 for Mr.  Dunn was
filed on February 8, 2000.  There were no other known  failures to file a report
required by Section 16(a) of the Securities Exchange Act of 1934.


ITEM 10. EXECUTIVE COMPENSATION.

The following  table sets forth  information  for all persons who have served as
the chief executive officer of the Company since its inception in June 1997:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
<S>                 <C>     <C>        <C>     <C>            <C>          <C>           <C>          <C>
                                                                     Long Term Compensation
                                                             --------------------------- -----------
                                  Annual Compensation                  Awards             Payouts
                            --------- -------- ------------- ------------ -------------- -----------
                                                  Other
                                                  Annual      Restrict-    Securities
Name and                                       Compensation   ed Stock     Underlying    LTIP          All Other
Principal                   Salary     Bonus       ($)        Award(s)      Options/     Payouts      Compensation
Position            Year      ($)       ($)                      ($)        SARs (#)        ($)           ($)
------------------ -------- --------- -------- ------------- ------------ -------------- ----------- ---------------
David St. Clair     2000      -0-       -0-        -0-           -0-           -0-          -0-          $4,715
Clair Dunn,         1999      -0-       -0-        -0-           -0-           -0-          -0-         $18,333
President            (1)<F1>

David Parsons,      1999      -0-       -0-        -0-           -0-           -0-          -0-           -0-
President            (2)<F2>

Ryan                1999      -0-       -0-        -0-           -0-           -0-          -0-           -0-
Barnard,            1998      -0-       -0-        -0-           -0-           -0-          -0-           -0-
President            (3)<F3>

Nolan Moss,         1998      -0-       -0-        -0-           -0-           -0-          -0-           -0-
President            (4)<F4>
<FN>

(1)<F1>  Mr. Dunn has been the President since April 7, 1999.  The amount paid was for geological work.
(2)<F2>  Mr. Parsons was the President from December 18, 1998 to April 7, 1999.
(3)<F3>  Mr. Barnard was the President from April 3, 1998 to December 18, 1998.
(4)<F4>  Mr. Moss was the President from June 17, 1997 to April 3, 1998.
</FN>
</TABLE>

OPTIONS GRANTED DURING THE MOST RECENTLY COMPLETED FISCAL YEAR

During  the  fiscal  year ended June 30,  1999,  the Board of  Directors  of the
Company adopted a stock option plan, whereby  directors,  officers and employees
of the Company were  granted the right to subscribe  for up to 10% of the issued
and  outstanding  shares  of the  Company  at  prices to be fixed at the time of
grant. No options were granted under this plan during the fiscal year ended June
30, 1999. On September 23, 1999,  the Company  granted stock options to purchase
1,450,000 shares of Common Stock exercisable at a price of $0.10 per share for 5
years. On September 22, 1999, the average of the bid prices was $0.115. Pursuant
to the terms of the plan, the option price for non-qualified options is to be no
less than 85% of fair market value as of date of grant. Accordingly, the options
were  granted  with an option  price of $0.10 per share.  On May 31,  2000,  the
Company  granted  stock  options  to  purchase  250,000  shares of Common  Stock
exercisable at $0.10 per share for 5 years. The closing bid price at the date of
grant was $0.10 per share.  The following  officers and  directors  were granted
non-qualified stock options:

                                       14
<PAGE>
<TABLE>
<CAPTION>
<S>                                             <C>

     Optionee                                   Number of Options Granted

     Roger Watts                                         150,000
     Bruce Manery                                        150,000
     David St. Clair Dunn                                100,000
</TABLE>

The options vest December 23, 1999 and expire September 23, 2004.

                      Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
<S>                            <C>                <C>                      <C>                     <C>
                                 Number of          Percent of total
                                Securities        options/SARs granted
                                Underlying          to employees in
                               Options/SARs           fiscal year          Exercise or base
Name                            granted (#)                                  price ($/Sh)          Expiration date

David St. Clair Dunn              100,000                 25%                    $0.10                09/23/04
</TABLE>

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option SAR Values
<TABLE>
<CAPTION>
<S>                         <C>                    <C>                      <C>                 <C>
                                                                               Number of        Value of unexercised
                                                                              unexercised       in-the-money options/
                                                                            options/SARs at      SARs at FY-end ($)
                                                                              FY-end (#)            exercisable/
                            Shares acquired on                               exercisable/           unexercisable
Name                           exercise (#)        Value realized ($)        unexercisable

David St. Clair Dunn                -0-                   -0-                  100,000/0                 0/0
</TABLE>


PLANS AND OTHER COMPENSATION

The Company  paid  management  fees of $57,104  and $55,618 to Bruce  Manery and
Roger Watts during the years ended June 30, 2000 and 1999, respectively.

No "Long Term  Incentive  Plan" has been  instituted by the Company and none are
proposed at this time.  Accordingly,  there is no LTIP  Awards  Table set out in
this  registration  statement.   The  Company  does  not  have  a  "Compensation
Committee".

No pension plans or retirement benefit plans have been instituted by the Company
and none are proposed at this time.

PROPOSED COMPENSATION

Bruce Manery and Roger Watts are each paid  Cdn.$3,500  per month as  management
fees.

In addition to the  foregoing,  officers and  directors are also entitled to the
reimbursement of all reasonable business expenses.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following  table sets forth,  as of June 30, 2000,  the  outstanding  Common
Stock of the Company owned or of record or beneficially by each person who owned
of record, or was known by the Company to own beneficially,  more than 5% of the
Company's  Common  Stock,  and the name and  shareholdings  of each  Officer and
Director and all Officers and Directors as a group.


                                       15
<PAGE>

<TABLE>
<CAPTION>
                                                                                             PERCENTAGE OF
                       NAME                                 SHARES OWNED                 COMMON STOCK OWNED(1)
<S>                                                           <C>                                <C>
DAVID ST. CLAIR DUNN(2)<F2> (3)<F3>                           100,000                            0.56%
1154 Marine Drive
Gibsons, British Columbia
Canada V0N 1V1

ROBERT BRUCE MANERY (3)<F3> (4)<F4>                           195,200                            1.09%
2420 Pandosy Street
Kelowna, British Columbia
Canada V1Y 1T8

ROGER WATTS (2)<F2> (4)<F4>                                   195,200                            1.09%
200 - 537 Leon Avenue
Kelowna, British Columbia
Canada V1Y 2A9

67849 CAPITAL LTD.                                          1,182,200                            6.70%
Box 209, Chancery Court
Leeward Highway
Turks and Caicos
West Indies

Twilight Enterprises JLK Ltd.                                 885,322                            5.02%
Box 209, Chancery Court
Leeward Highway
Turks and Caicos
West Indies


ALL OFFICERS & DIRECTORS                                      490,400                            2.72%
AS A GROUP(5)<F5>

-----------
<FN>

(1)<F1>  This table is based on 17,653,072 shares of Common Stock outstanding on
         June 30, 2000. If a person listed on this table has the right to obtain
         additional  shares of Common Stock within sixty (60) days from June 30,
         2000,  the  additional  shares  are  deemed to be  outstanding  for the
         purpose of computing the percentage of class owned by such person,  but
         are not  deemed to be  outstanding  for the  purpose of  computing  the
         percentage of any other person.

(2)<F2>  These individuals are the officers and directors of the Company and may
         be deemed to be "parents" of the Company as that term is defined in the
         rules and regulations promulgated under the federal securities laws.

(3)<F3>  Includes  options to purchase  100,000 shares of Common Stock. See Part
         III - Item 10. Executive Compensation.

(4)<F4>  Includes  options to purchase  150,000 shares of Common Stock. See Part
         III - Item 10. Executive Compensation.

(5)<F5>  Includes  options to purchase  400,000 shares of Common Stock. See Part
         III - Item 10. Executive Compensation.
</FN>
</TABLE>

CHANGES IN CONTROL

We are not aware of any  arrangements  that may result in a change in control of
the Company.


                                       16
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the year ended June 30, 2000, the Company paid or accrued management fees
of $57,104 to officers and directors of the Company.  At June 30, 2000,  $84,417
payable to the directors is included in accounts payable.

On January 24, 2000, the Company borrowed  $75,000 from a  non-affiliated  third
party with interest at 8% per annum. The loan is due in full by October 30, 2000
and has been  guaranteed  by Robert Bruce  Manery and Roger Watts,  officers and
directors of the Company.  The lender  received  150,000  shares of Common Stock
from a  shareholder  of the Company  (who owns less than 5% of the shares of the
Company) as consideration for making the loan to the Company.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

<TABLE>
<CAPTION>

       Regulation
       S-B Number                  Document
          <S>             <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 to the registrant's registration statement on Form 10-SB.
</FN>
</TABLE>

     No  reports on Form 8-K were  filed  during the last  quarter of the period
     covered by this report.




                                       17
<PAGE>
                                   SIGNATURES

     In accordance  with Section 13 or 15(d) 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.

Date:  October 11, 2000                      By:/S/ DAVID ST. CLAIR DUNN
                                                --------------------------------
                                                David St. Clair Dunn, President

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
<S>                                              <C>                                                  <C>
                   Signature                                       Title                               Date




/S/ DAVID ST. CLAIR DUNN                         President and director
---------------------------------------------    (Principal Executive Officer)                        October 11, 2000
David St. Clair Dunn




/S/ ROBERT BRUCE MANERY
---------------------------------------------   Vice President Corporate Development                  October 11, 2000
Robert Bruce Manery                             Secretary and director (Principal
                                                Accounting Officer)



/S/ ROGER D. WATTS
---------------------------------------------    Chairman of the Board of Directors                   October 11, 2000
Roger D. Watts                                  (Principal Financial Officer)

</TABLE>




                                       18

<PAGE>


                      Consolidated Financial Statements of

                      Golden River Resources Inc.

                      and subsidiaries

                      (A Development Stage Enterprise)

                      Year ended June 30, 2000




                                      F-1
<PAGE>










Auditors' Report to the stockholders

We have audited the  accompanying  consolidated  balance  sheets of Golden River
Resources Inc. and subsidiaries (a development  stage enterprise) as at June 30,
2000 and 1999, and the related  consolidated  statements of loss,  stockholders'
deficiency and comprehensive  income and cash flows for the years then ended and
the period from June 13, 1997 (inception) to June 30, 2000.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above, present
fairly,  in all material  respects,  the  financial  position of the Company and
subsidiaries  as at June 30, 2000 and 1999 and the  results of their  operations
and their cash flows for the years then ended and the period  from June 13, 1997
(inception) to June 30, 2000, in accordance with accounting principles generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As shown in the consolidated financial
statements,  the Company,  to date, has generated no revenues and has cumulative
losses since inception of $2,289,943.  These factors, among others, as discussed
in Note 2 a), raise substantial doubt about the Company's ability to continue as
a going concern.  The financial  statements do not include any adjustments  that
might result from the outcome of this uncertainty.

/S/ KPMG LLP

Kelowna, Canada

August 18, 2000



                                      F-2
<PAGE>


Golden River Resources Inc.
(A Development Stage Enterprise)
Consolidated Balance Sheet

June 30, 2000, and 1999

$ United States
<TABLE>
<CAPTION>


                                                                                2000               1999
                                                                            ------------       ------------
<S>                                                                         <C>                <C>
ASSETS

Current assets
     Cash                                                                   $    19,865        $    57,149
     Prepaid expenses                                                             9,081              6,220
                                                                            ------------       ------------
                                                                                 28,946             63,369

Capital assets (note 4)                                                           8,174              9,428
                                                                            ------------       ------------
                                                                            $    37,120        $    72,797
                                                                            ============       ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
     Accounts payable and accrued liabilities                               $   124,129        $   146,569
     Due to shareholders (note 5)                                                21,468             12,190
     Shares to be issued for services (note 8(d))                                10,630             75,000
     Debt (note 6 )                                                              60,350                -
     Interim financing payable (note 7)                                          75,000                -
                                                                            ------------       ------------
                                                                                291,577            233,759

Subscription for shares (note 8(e))                                              25,000                -

Stockholders' Deficiency
     Capital stock (note 8)                                                      17,653          1,537,475
     Additional paid in capital                                               1,979,911                -
     Deficit accumulated during the development stage                        (2,289,943)        (1,711,359)
     Accumulated other comprehensive income
          Cumulative translation adjustment                                      12,922             12,922
                                                                            ------------       ------------
                                                                               (279,457)          (160,962)
Commitment (note 9)
Subsequent events (note 11)
                                                                            ------------       ------------
                                                                            $    37,120        $    72,797
                                                                            ============       ============

</TABLE>
See accompanying notes to consolidated financial statements.

On behalf of the Board:

    "Roger D. Watts"                                                Director
---------------------------------------


    "R. Bruce Manery"                                               Director
---------------------------------------

                                      F-3
<PAGE>


Golden River Resources Inc.
(A Development Stage Enterprise)
Consolidated Statements of Loss

Years ended June 30, 2000 and 1999

$ United States

<TABLE>
<CAPTION>

                                                       From Inception
                                                      (June 13, 1997)
                                                      to June 30, 2000         2000                 1999
                                                      ----------------     ------------         ------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Expenses
     Amortization                                      $     3,574          $     2,342          $     1,232
     Consulting fees                                       229,246              226,425                 -
     Exploration of mineral properties                     358,038               42,065              245,210
     Foreign exchange                                      (10,588)             (10,588)                 -
     General and administrative                            109,437               47,044               35,592
     Interest on long term debt                              6,667                6,667                  -
     Option payments to acquire mineral properties         860,489               30,000              576,050
     Professional fees                                     287,947              103,576              152,065
     Management fees                                       182,412               57,104               55,618
     Travel and promotion                                  262,721               73,949              136,384
                                                       ------------         ------------         ------------
Loss                                                   $ 2,289,943          $   578,584          $ 1,202,151
                                                       ============         ============         ============

Weighted average number of shares                        8,597,173           16,284,097            8,032,055

Loss per share                                         $     (0.27)         $     (0.04)         $     (0.15)
                                                       ============         ============         ============
</TABLE>






See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>


Golden River Resources Inc.
(A Development Stage Enterprise)
Consolidated Statement of Stockholders' Deficiency and Comprehensive Income

Years ended June 30, 2000 and 1999

$ United States

<TABLE>
<CAPTION>
<S>                                   <C>            <C>             <C>               <C>               <C>            <C>
                                                                                          Deficit         Accumulated
                                            Capital Stock                           Accumulated during       Other
                                      --------------------------      Additional      the Development    Comprehensive
                                         Shares         Amount     Paid in Capital          Stage           Income         Total
                                      ------------   ------------  ---------------  ------------------   -------------  ------------
Issued for cash at Cdn $0.01
   (US $0.007) per share                  750,000    $     5,115     $       -         $       -         $       -      $     5,115
Issued for cash at Cdn $0.25
   (US $0.17) per share                 2,687,634        458,265             -                 -                 -          458,265
                                      ------------   ------------    ------------      ------------      ------------   ------------
                                        3,437,634        463,380             -                 -                 -          463,380
Comprehensive income:
   Loss                                       -              -               -            (509,208)              -         (509,208)
   Foreign currency
   translation adjustment                     -              -               -                 -              16,845         16,845
                                      ------------   ------------    ------------      ------------      ------------   ------------
Comprehensive income (loss)                   -              -               -            (509,208)           16,845       (492,363)
                                      ------------   ------------    ------------      ------------      ------------   ------------
Rob Roy balance, June 30,
   1998 (Unaudited)                     3,437,634        463,380             -            (509,208)           16,845        (28,983)
Issued for cash at Cdn $0.25
   (US $0.17) per share                 3,017,238        515,591             -                 -                 -          515,591
Share issue costs                             -         (161,740)            -                 -                 -         (161,740)
Adjustment to record
   business combination
   with Golden River                    8,368,000        720,244             -                 -                 -          720,244
                                      ------------   ------------    ------------      ------------      ------------   ------------
                                       14,822,872      1,537,475             -            (509,208)           16,845      1,045,112
Comprehensive income:
  Loss                                        -              -               -          (1,202,151)              -       (1,202,151)
  Foreign currency
     translation adjustment                   -              -               -                 -              (3,923)        (3,923)
                                      ------------   ------------    ------------      ------------      ------------   ------------
Comprehensive loss                            -              -               -          (1,202,151)           (3,923)    (1,206,074)
                                      ------------   ------------    ------------      ------------      ------------   ------------

Balance June 30, 1999                   14,822,872     1,537,475             -          (1,711,359)           12,922       (160,962)

Reversal of amount accrued in
   1999 for share issue costs                 -           80,000             -                 -                 -           80,000
Restate capital stock to equal
   par value of shares
   outstanding                                -       (1,602,652)      1,602,652               -                 -              -
Issued for services (note 8)(b))          750,000            750          74,250               -                 -           75,000
Issued for services (note 8(c))         1,182,200          1,182         117,038               -                 -          118,220

Issued for cash at $0.10 per
   share, net of share issue
   costs                                  648,000            648          46,721               -                 -           47,369
Compensation cost of options
   issued to non-employees
   (note 8(f))                                -              -            97,500               -                 -           97,500
Shares issued pursuant to
   Mineral Property agreement
   @ $0.12 per share (note 9)             250,000            250          29,750               -                 -           30,000
Expenses incurred by
   shareholder on behalf of
   the Company (note 7)                       -              -            12,000               -                 -           12,000
                                      ------------   ------------    ------------      ------------      ------------   ------------
                                       17,653,072         17,653       1,979,911        (1,711,359)           12,922        299,127
Comprehensive income:
   Loss                                       -              -               -            (578,584)              -         (578,584)
                                      ------------   ------------    ------------      ------------      ------------   ------------
Balance June 30, 2000                  17,653,072    $    17,653     $ 1,979,911       $(2,289,943)      $    12,922    $  (279,457)
                                      ============   ============    ============      ============      ============   ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>


Golden River Resources Inc.
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows

Years ended June 30, 2000 and 1999

$ United States

<TABLE>
<CAPTION>

                                                       From Inception
                                                      (June 13, 1997)
                                                     to June 30, 2000           2000                 1999
                                                     ----------------       ------------         ------------
<S>                                                    <C>                  <C>                  <C>
Cash flows from operating activities:
Loss                                                   $(2,289,943)         $  (578,584)         $(1,202,151)
Non cash items
  Amortization                                               3,574                2,342                1,232
  Mineral property option payments paid with
    share consideration                                     60,000               30,000               30,000
  Compensation cost of options issued to
     non-employees                                          97,500               97,500                  -
  Amortization of expenses incurred by
    shareholder on behalf of the Company                     6,667                6,667                  -
  Consulting fees paid with share consideration            118,220              118,220                  -
Accounts payable and accrued liabilities                   124,129               57,560               29,789
Other                                                       17,720               11,750                  969
                                                       ------------         ------------         ------------
                                                        (1,862,133)            (254,545)          (1,140,161)
Cash flows from investing activities:
     Purchase of capital assets                            (11,748)              (1,088)             (10,660)

Cash flows from financing activities:
     Issuance of capital stock                           1,030,230               57,999              508,851
     Subscription for shares                                25,000               25,000                  -
     Proceeds of interim financing                          75,000               75,000                  -
     Proceeds of debt                                       60,350               60,350                  -
     Proceeds from realization of net assets acquired
       on the business combination with Golden River       690,244                  -                690,244
                                                       ------------         ------------         ------------
                                                         1,880,824              218,349            1,199,095

Foreign currency translation adjustment                     12,922                  -                 (3,923)
                                                       ------------         ------------         ------------
Increase (decrease) in cash                                 19,865              (37,284)              44,351

Cash, beginning of period                                      -                 57,149               12,798
                                                       ------------         ------------         ------------
Cash, end of period                                    $    19,865          $    19,865          $    57,149
                                                       ============         ============         ============

Supplementary information
  Interest paid                                                -                    -                    -
  Income taxes paid                                            -                    -                    -

Non-cash investing and financing activities
  Common shares issued for services                        193,220              193,220                  -
  Common shares issued pursuant to
     mineral property agreements                            60,000               30,000               30,000
  Common shares to be issued for share issue costs          10,630               10,630                  -
  Compensation cost of options issued to non-employees      97,500               97,500                  -
  Expenses incurred by shareholder on behalf
     of the Company                                         12,000               12,000                  -
  Reversal of amount accrued in 1999 for share
     issue costs                                            80,000               80,000                  -
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>


Golden River Resources Inc.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (page 1)

Years ended June 30, 2000 and 1999

$ 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 its  principal
     business activity was mineral property exploration and development.  During
     2000,  the Company  abandoned its remaining  mineral  property (note 9) and
     ceased active operations.  Prior to the Company's business combination with
     Rob Roy  Resources  Inc.  ("Rob  Roy")(note  3),  the  Company  was a shell
     corporation with no operations since inception. Rob Roy was incorporated on
     June 13, 1997 under the laws of British Columbia, Canada.

2.   SIGNIFICANT ACCOUNTING POLICIES:

     a)  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 $2,289,943.
         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. Subsequent to June 30, 2000,
         the Company has entered into an agreement to acquire Columbus  Networks
         Corporation (note 11(b)). 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.

     b)  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.  Effective March 10,
         1999, the Company  completed the acquisition of 100% of the outstanding
         common  shares  of  Rob  Roy.  As the  Rob  Roy  shareholders  obtained
         effective  control of the Company  through the exchange of their shares
         of Rob Roy for shares of the Company,  the  acquisition  of Rob Roy was
         accounted for in these consolidated  financial  statements as a reverse
         acquisition.  Consequently,  the 1999 consolidated  statements of loss,
         stockholders'  deficiency  and  comprehensive  income  and  cash  flows
         reflect  the results  from  operations  and cash flows of Rob Roy,  the
         legal subsidiary combined with those of Golden River, the legal parent,
         from  acquisition  on March 10,  1999,  in  accordance  with  generally
         accepted accounting principles for reverse acquisitions.

                                      F-7
<PAGE>


Golden River Resources Inc.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (page 2)

Years ended June 30, 2000 and 1999

$ United States

--------------------------------------------------------------------------------

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

     c)  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 $1.4839.

         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.  During  the year ended June 30,
              1999, the functional  currency of Rob Roy was the Canadian dollar.
              Accordingly,  the net adjustment  arising from the translation was
              recorded  as a  separate  component  of  stockholders'  deficiency
              called  "Cumulative  translation  adjustment" which is included in
              "Accumulated other comprehensive income".

     d)  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.

     e)  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  shareholders  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.

                                      F-8
<PAGE>


Golden River Resources Inc.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (page 3)

Years ended June 30, 2000 and 1999

$ United States

--------------------------------------------------------------------------------

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

     f)  Capital assets

         Capital assets are stated at cost.  Amortization  is provided using the
         following  methods 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>

     g)  Mineral properties

         All costs  associated with acquiring and exploring  mineral  properties
         are expensed as incurred  until such time as economic  proven  reserves
         can be established.

     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 8(g)), 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.

                                      F-9
<PAGE>


Golden River Resources Inc.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (page 4)

Years ended June 30, 2000 and 1999

$ 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.   Business combination:

     Effective March 10, 1999,  Golden River and Rob Roy executed their business
     combination  agreement.  Golden River issued 6,454,872 common shares to the
     shareholders  of Rob  Roy in  consideration  for  all  of  the  issued  and
     outstanding  common  shares of Rob Roy on the basis of one common  share of
     Golden River for each common  share of Rob Roy. As the former  shareholders
     of Rob Roy  obtained  effective  control of the  Company  through the share
     exchange,  this transaction was accounted for in these financial statements
     as a reverse acquisition and the purchase method of accounting was applied.
     Under  reverse  acquisition  accounting,  Rob  Roy is  considered  to  have
     acquired  Golden  River  with the  results  of  Golden  River's  operations
     included  in  the  consolidated  financial  statements  from  the  date  of
     acquisition.

     Rob Roy is considered the continuing entity and  consequently,  the amounts
     prior  to March  10,  1999 are  those  of Rob  Roy.  Prior to the  business
     combination with Rob Roy, Golden River was deemed a shell  corporation with
     no operations since inception on June 17, 1997. Equity financing was raised
     prior  to March  10,  1999 in  anticipation  of the  business  combination.
     Accordingly,  the  acquisition  has been  recorded at the fair value of the
     tangible  net  assets  of  Golden  River  at the date of  acquisition.  The
     acquisition details are as follows:

     Net assets acquired
<TABLE>
<CAPTION>
       <S>                                                   <C>
       Cash                                                  $  34,761
       Share subscriptions receivable                          514,500
       Due from related party                                  267,174
       Current liabilities                                     (96,191)
                                                             ----------
       Consideration given for net assets acquired             720,244
       Common shares issued                                  $ 720,244
                                                             ==========
</TABLE>
                                      F-10

<PAGE>


Golden River Resources Inc.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (page 5)

Years ended June 30, 2000 and 1999

$ United States

--------------------------------------------------------------------------------

3.   Business combination (continued):

     Proforma  results  for  periods  prior  to the  acquisition  have  not been
     provided as such results would not be  significantly  different  from those
     reported.

     The amount due from related  party was  receivable  from Rob Roy  Resources
     Ltd. and has been eliminated upon consolidation of the Company and Rob Roy.

     The  share  subscriptions  receivable  were  collected  subsequent  to  the
     business combination on March 10, 1999.

4.   CAPITAL ASSETS:

<TABLE>
<CAPTION>
     <S>                                                      <C>           <C>               <C>
     2000                                                                    Accumulated      Net book  Value
                                                                  Cost      amortization                 2000

     Furniture and equipment                                  $  7,717           $ 1,955              $ 5,762
     Computer equipment                                          4,031             1,619                2,412
                                                              --------           -------              -------
                                                              $ 11,748           $ 3,574              $ 8,174
                                                              ========           =======              =======

     1999                                                                    Accumulated      Net book  Value
                                                                  Cost      amortization                 1999

     Furniture and equipment                                     6,629               628                6,001
     Computer equipment                                          4,031               604                3,427
                                                              --------           -------              -------
                                                                10,660             1,232                9,428
                                                              ========           =======              =======
</TABLE>

5.   DUE TO SHAREHOLDERS:

     The amount due to shareholders is unsecured and without  interest or stated
     terms of repayment.

6.    DEBT

     The debt  represents  advances  made to the  Company by  shareholders  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.

7.   INTERIM FINANCING PAYABLE

     On January 24, 2000, the Company signed an interim financing agreement with
     an unrelated party for $75,000. The financing is due in full by October 30,
     2000,  bears  interest  at 8% and is  guaranteed  by two  Directors  of the
     Company.  In conjunction  with signing the agreement,  the lender  received
     150,000 common shares of the Company from a shareholder  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.

                                      F-11
<PAGE>



Golden River Resources Inc.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (page 6)

Years ended June 30, 2000 and 1999

$ United States

--------------------------------------------------------------------------------

8.   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 1999, the Company received services for which it agreed to issue
         750,000  common  shares at their market  value of $0.10 per share.  The
         shares were issued  during 2000.

     c)  During  2000,  the  Company  received  services  for  which  it  issued
         1,182,200 common shares at their market value of $0.10 per share.

     d)  During 2000, the Company received services for which it agreed to issue
         88,587 common shares at their market value of $0.12 per share.

     e)  During 2000, the Company received $25,000 for subscriptions for 200,000
         common shares of the Company.

     f)  During 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 have vested as at June 30,
         2000.

         Of the options, 1,300,000 were granted to non-employees. The fair value
         of $97,500 of these options has been determined using the Black Scholes
         Method  using  the  expected  life  to be  the  life  of  the  options,
         volatility  factor  of 95%,  risk  free  rate of  5.5%  and no  assumed
         dividend  rate and has been included in the  determination  of the loss
         for the year.

         Had the Company determined compensation cost based on the fair value of
         the 400,000  options  issued to  employees at the grant date under SFAS
         No. 123, the Company's  loss would have been increased to the pro forma
         amounts indicated below:

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                  2000             1999

         Loss                As reported                     $ 582,505      $ 1,202,151
                             Pro forma                         612,505        1,202,151
</TABLE>

         The above pro forma amount has been determined  using the Black Scholes
         Method  using  the  expected  life  to be  the  life  of  the  options,
         volatility  factor  of 95%,  risk  free  rate of  5.5%  and no  assumed
         dividend rate.

                                      F-12
<PAGE>



Golden River Resources Inc.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (page 7)

Years ended June 30, 2000 and 1999

$ United States

--------------------------------------------------------------------------------


9.   COMMITMENT:

     La Mexicana:

     Pursuant to an option  agreement with an effective date of July 1, 1997, as
     evidenced in writing on February 12, 1998,  the Company  acquired an option
     to earn a 70% interest in mineral  claims  located in the  Municipality  of
     Pueblo  Nuevo,  State  of  Durango,  Mexico.  The  agreement  requires  the
     following:

         o    an initial payment of $50,000;

         o    $50,000  semi-annually  commencing  January 1, 1998 until February
              12,  2001,  or  until a  positive  bankable  feasibility  study is
              completed, whichever is the earliest to occur;

         o    the issuance of 250,000  common shares at an agreed price of $0.05
              per share on the effective  date that the Company became listed on
              a recognized quotation system (being March 10, 1999); and

         o    the  issuance of a further  250,000  shares at an agreed  price of
              $0.05 per share on each of September 10, 1999,  March 10, 2000 and
              September 20, 2000.

     In  addition,  under  the terms of the  agreement,  the  Company  must make
     exploration  expenditures  on the claims in the amount of  $300,000 by June
     30,  1998,  $500,000 by June 30, 1999 and  $700,000 by June 30,  2000.  The
     Company is also responsible for the payment of any value added taxes on the
     property.

     As at June 30, 2000, the Company has made option  payments in the aggregate
     amount of $307,500,  but has only made nominal exploration  expenditures of
     the nature outlined in the agreement.  However, effective November 12, 1999
     the  Company  signed an amended  agreement  which  revised the terms of the
     original agreement as follows:

     o   the Company  must make  exploration  expenditures  on the claims in the
         amount of  $300,000  by June 12, 2000 and  $1,200,000  by February  12,
         2001; and

     o   the Company must issue  750,000  common  shares prior to March 10, 2002
         with a minimum of 250,000  shares  issued by February 12, 2000.  During
         2000, the Company issued the initial  250,000 shares required under the
         revised terms of the original  agreement at $0.12 per share,  being the
         market value of the stock at the date of issue.

     During 2000,  the Company  elected to  terminate  the  agreement  and is no
     longer committed to expend the above  exploration  amounts or issue further
     common shares.

                                      F-13
<PAGE>


Golden River Resources Inc.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (page 8)

Years ended June 30, 2000 and 1999

$ United States

--------------------------------------------------------------------------------


10.  RELATED PARTY TRANSACTIONS:

     During the year,  the Company  paid or accrued  management  fees of $57,104
     (1999 -  $55,618)  to  Directors  of the  Company.  The  Company  also paid
     consulting  fees of $4,715  (1999 - $nil) to the  President of the Company.
     Included in accounts  payable is $84,417 (1999 - $21,276)  payable to three
     of the Directors of the Company.

11.  SUBSEQUENT EVENTS:

     a)  The shares referred to in note 8 (d) were issued.

     b)  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. The Company anticipates completing
         its due diligence by October 15, 2000.

     c)  Subsequent to June 30, 2000, the Company  received a  subscription  for
         750,000 common shares for cash proceeds of $75,000.

12. COMPARATIVE FIGURES:

     Certain of the  comparative  figures have been restated to conform with the
     presentation adopted in the current year.




                                      F-14