SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 15)
Golden River Resources Corporation Ltd.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
38116G 105
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(Cusip Number)
Joseph Isaac Gutnick
Fast Knight Nominees Pty. Ltd.
Level 8, 580 St. Kilda Road
Melbourne, Victoria 3004 Australia
Tel: 011-613 8532 2860
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 9, 2008
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g) check the
following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
The information required on the reminder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act.
Page 1 of 13
CUSIP NO. 38116G 105
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Edensor Nominees Pty. Ltd.
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [x]
3. SEC Use Only...........................................................
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)......................................[ ]
6. Citizenship or Place of Organization: Australia
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Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
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8. Shared Voting Power: 5,394,590
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9. Sole Dispositive Power: None
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10. Shared Dispositive Power: 5,394,590
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,394,590
Shares.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...........................................[x]
13. Percent of Class Represented by Amount in row (11): 4.3%
14. Type of Reporting Person (See Instructions): CO
Page 2 of 13
CUSIP NO. 38116G 105
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Kerisridge Pty. Ltd.
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only...........................................................
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)......................................[ ]
6. Citizenship or Place of Organization: Australia
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Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
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8. Shared Voting Power: 1,753,984
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9. Sole Dispositive Power: None
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10. Shared Dispositive Power: 1,753,984
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,753,984
Shares.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...........................................[x]
13. Percent of Class Represented by Amount in row (11): 1.4%
14. Type of Reporting Person (See Instructions): CO
Page 3 of 13
CUSIP NO. 38116G 105
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Joseph I. Gutnick
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only...........................................................
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)......................................[ ]
6. Citizenship or Place of Organization: Australia
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Number of Shares
Beneficially owned by: 7. Sole Voting Power: 1,858,984
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8. Shared Voting Power: 140,674,574
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9. Sole Dispositive Power: 1,858,984
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10. Shared Dispositive Power: 140,674,574
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
142,533,558 Shares.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...........................................[x]
13. Percent of Class Represented by Amount in row (11): 96%
14. Type of Reporting Person (See Instructions): IN
Page 4 of 13
CUSIP NO. 38116G 105
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Stera M. Gutnick
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only...........................................................
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)......................................[ ]
6. Citizenship or Place of Organization: Australia
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Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
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8. Shared Voting Power: 140,674,574
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9. Sole Dispositive Power: None
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10. Shared Dispositive Power: 140,674,574
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
140,674,574 Shares.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...........................................[x]
13. Percent of Class Represented by Amount in row (11): 96%
14. Type of Reporting Person (See Instructions): IN
Page 5 of 13
CUSIP NO. 38116G 105
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Kalycorp Pty. Ltd.
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only...........................................................
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)......................................[ ]
6. Citizenship or Place of Organization: Australia
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Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
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8. Shared Voting Power: 2,000,000
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9. Sole Dispositive Power: None
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10. Shared Dispositive Power: 2,000,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,000,000
Shares.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...........................................[x]
13. Percent of Class Represented by Amount in row (11): 1.6%
14. Type of Reporting Person (See Instructions): CO
Page 6 of 13
CUSIP NO. 38116G 105
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Surfer Holdings Pty. Ltd.
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only...........................................................
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)......................................[ ]
6. Citizenship or Place of Organization: Australia
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Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
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8. Shared Voting Power: 1,500,000
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9. Sole Dispositive Power: None
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10. Shared Dispositive Power: 1,500,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,500,000
Shares.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...........................................[x]
13. Percent of Class Represented by Amount in row (11): 1.2%
14. Type of Reporting Person (See Instructions): CO
Page 7 of 13
CUSIP NO. 38116G 105
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Fast Knight Nominees Pty. Ltd.
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only...........................................................
4. Source of Funds (see Instructions): WC
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)......................................[ ]
6. Citizenship or Place of Organization: Australia
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Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
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8. Shared Voting Power: 130,000,000
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9. Sole Dispositive Power: None
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10. Shared Dispositive Power: 130,000,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
130,000,000 Shares.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...........................................[x]
13. Percent of Class Represented by Amount in row (11): 88.6%
14. Type of Reporting Person (See Instructions): CO
Page 8 of 13
Item 1. Security and Issuer
Common Stock, par value $0.0001 per share of Golden River
Resources Corporation Ltd. (the "Issuer"), whose executive offices are located
at Level 8, 580 St. Kilda Road, Melbourne, Victoria 3004, Australia.
Item 2. Identity and Background
(a)-(c) The undersigned hereby file this Schedule 13D
statement on behalf of:
(i) Edensor Nominees Pty. Ltd. ("Edensor"), a private
corporation engaged as the trustee of a private family
investment trust.
(ii) Kerisridge Pty. Ltd. ("Kerisridge"), a private
corporation engaged as the trustee of a private family
investment trust.
(iii) Joseph I. Gutnick ("JG"). JG is an officer,
director and stockholder of Edensor, Kerisridge, Kalycorp,
Surfer and FKN. JG's principal occupation is as the Chairman
of the Board, President and Chief Executive Officer of the
Issuer. JG is also chairman of several publicly listed
Australian corporations in the mining sector.
(iv) Stera M. Gutnick ("SG" and, together with JG,
the "Officers and Directors"). SG is an officer, director and
stockholder of Edensor, Kerisridge, Kalycorp, Surfer and FKN.
SG's principal occupation is as a Director of Edensor.
(v) Kalycorp Pty. Ltd. ("Kalycorp"), a private
corporation engaged as the trustee of a private family
investment trust.
(vi) Surfer Holdings Pty. Ltd. ("Surfer"), a private
corporation engaged as the trustee of a private family
investment trust.
(vii) Fast Knight Nominees Pty. Ltd. ("FKN"), a
private corporation engaged as the trustee of a private family
investment trust.
(d) None of the persons referred to in Paragraph (a) above
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the persons referred to in Paragraph (a) above
has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of a competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or state securities laws or finding any violation with respect to such laws.
(f) Each of the individuals referred to in Paragraph (a) above
is an Australian citizen. Edensor, Kerisridge, Kalycorp, Surfer and FKN are
Australian corporations.
Page 9 of 13
Item 3. Source and Amount of Funds or Other Consideration.
On December 9, 2008, FKN purchased 100 million shares of
Common Stock from the Company for an aggregate purchase price of $500,000, which
came from FKN's working capital.
Item 4. Purpose of Transaction
The acquisition of the shares described above was for
investment purposes. Edensor, Kerisridge, Kalycorp, Surfer, FKN and the Officers
and Directors may acquire additional shares of the Issuer from time to time and
may dispose of any or all of the shares held by them at any time.
Except as set forth above in this Item 4, Edensor, Kerisridge,
Kalycorp, Surfer, FKN and the Officers and Directors do not have any plans or
proposals which relate to, or could result in, any of the matters referred to in
paragraphs (a) and (j), inclusive, of Item 4 of Schedule 13D. Such entities and
persons may, at any time, from time to time, review or reconsider their position
with respect to the issuer, and formulate plans or proposals with respect to any
of such matters, but have no present intention of doing so.
Item 5. Interest in Securities of the Issuer
(a) and (b) The number of shares of Common Stock of the Issuer
held by each person named in response to Item 2 as of the date hereof are as
follows:
Aggregate Number Percentage of
Name Of Shares Owned Outstanding(1)
---- --------------- -------------
Edensor (2) 5,394,590 4.3%
Kerisridge (3) 1,753,984 1.4%
Kalycorp (4) 2,000,000 1.6%
Surfer (5) 1,500,000 1.2%
FKN(6) 130,000,000(7) 88.6%
Officers and Directors 1,884,984(8) 1.5%
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(1) Based on 126,711,630 shares of Common Stock outstanding on December 9,
2008.
(2) Edensor has the power to vote and to dispose of the shares of Common
Stock owned by it. The Officers and Directors may be deemed to share
beneficial ownership of the shares of Common Stock owned by Edensor.
Page 10 of 13
(3) Kerisridge has the power to vote and to dispose of the shares of Common
Stock owed by it. The Officers and Directors may be deemed to share
beneficial ownership of the shares of Common Stock owned by Kerisridge.
(4) Kalycorp has the power to vote and to dispose of the shares of Common
Stock owned by it. The Officers and Directors may be deemed to share
beneficial ownership of the shares of Common Stock owned by Kalycorp.
(5) Surfer has the power to vote and to dispose of the shares of Common
Stock owned by it. The Officers and Directors may be deemed to share
beneficial ownership of the shares of Common Stock owned by Surfer.
(6) FKN has the power to vote and to dispose of the shares of Common Stock
owned by it. The Officers and Directors may be deemed to shares
beneficial ownership of the shares of Common Stock owned by FKN.
(7) Includes 20,000,000 shares issuable upon exercise of stock options.
(8) Includes 25,650 shares owned directly by JG and 1,833,334 shares
issuable upon exercise of stock options that are owned directly by JG
and 26,000 shares owned by Pearlway Investments Pty., a private
Australian corporation of which the Officers and Directors and members
of their family are officers, directors and shareholders. Excludes the
shares owned by Edensor, Kalycorp, Kerisridge, Surfer and FKN, of which
the Officers and Directors may be deemed to share beneficial ownership.
Does not include (i) 8,949 shares of Common Stock beneficially owned by
Great Gold Mines N.L. or (ii) 229,489 shares of Common Stock owned by
AXIS Consultants Pty. Ltd., or (iii) 1,918 shares of Common Stock
beneficially owned by Quantum Resources Limited, companies of which Mr.
Gutnick is an officer and/or Director. The Officers and Directors
however, disclaims beneficial ownership to those shares.
(c) None of the persons listed in response to Item 2 above
acquired any shares of Common Stock of the Issuer during the
past 60 days.
(d) (i) The shares of Common Stock are held by Edensor as
trustee of a family trust for the benefit of certain members
of the family of the Officers and Directors. Edensor has full
power to vote and dispose of the shares of Common Stock owned
by it. The proceeds of any such sale may be used, in the
discretion of Edensor, for the benefit of the beneficiaries of
the Trust.
(ii) The shares of Common Stock are held by
Kerisridge as trustee of a family trust for the benefit of
certain members of the family of the Officers and Directors.
Kerisridge has full power to vote and dispose of the shares of
Common Stock owned by it. The proceeds of any such sale may be
used, in the discretion of Kerisridge, for the benefit of the
beneficiaries of the Trust.
(iii) The shares of Common Stock are held by Kalycorp
as trustee of a family trust for the benefit of certain
members of the family of the Officers and Directors. Kalycorp
has full power to vote and dispose of the shares of Common
Stock owned by it. The proceeds of any such sale may be used,
in the discretion of Kalycorp, for the benefit of the
beneficiaries of the Trust.
Page 11 of 13
(iv) The shares of Common Stock are held by Surfer as
trustee of a family trust for the benefit of certain members
of the family of the Officers and Directors. Surfer has full
power to vote and dispose of the shares of Common Stock owned
by it. The proceeds of any such sale may be used, in the
discretion of Surfer, for the benefit of the beneficiaries of
the Trust.
(v) The shares of Common Stock are held by FKN as
trustee of a family trust for the benefit of certain members
of the family of the Officers and Directors. FKN has full
power to vote and dispose of the shares of Common Stock owned
by it. The proceeds of any such sale may be used, in the
discretion of FKN, for the benefit of the beneficiaries of the
Trust.
Except as described above, no person other than each
respective record owner referred to herein of shares of Common Stock is known to
have the right to receive or the power to direct the receipt of dividends from
or the proceeds of sale of such shares.
(f) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as described above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise), among the
persons named in Item 2 hereof, or between such persons and the other person
with respect to any securities of the Issuer, including but not limited to
transfer or voting of any other securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees or profits, divisions of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Agreement Pursuant to Rule 13d - 1(k) (Previously
filed)
Page 12 of 13
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
FAST KNIGHT NOMINEES PTY. LTD.
By /s/ Joseph I. Gutnick
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Director
Dated: December 10, 2008
KERISRIDGE PTY. LTD.
By: /s/ Joseph I. Gutnick
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Director
KALYCORP PTY. LTD.
By: /s/ Joseph I. Gutnick
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Director
SURFER HOLDINGS PTY. LTD.
By: /s/ Joseph I. Gutnick
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Director
EDENSOR NOMINEES PTY. LTD.
By: /s/ Joseph I. Gutnick
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Director
/s/ Joseph I. Gutnick
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Joseph I. Gutnick
/s/ Stera M. Gutnick
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Stera M. Gutnick
Page 13 of 13