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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
Form 10-Q/A
(Mark One)
     
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2012
 
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File Number:
 
James River Holdings Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
 
45-2579623
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)

For correspondence, please contact:
Jillian Ivey Sidoti, Esq.
38730 Sky Canyon Drive – Ste A
Murrieta, CA 92563
(323) 799-1342 (phone)
jillian@jilliansidoti.com
 
2847 S. Ingram Mill, Suite B100
Springfield, MO 65804
 (Address of principal executive offices)

417-881-7818
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company þ
   
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o
 
At November 14, 2012, there were 51,036,012 shares outstanding of the registrant’s common stock.
 


 
 

 
JAMES RIVER HOLDINGS CORPORATION
 
INDEX TO FORM 10-Q
 
FOR THE QUARTER ENDED September 30, 2012
 
     
Page
 
     
Number
 
PART I. FINANCIAL INFORMATION      
         
Item 1.
Financial Statements
  F-1  
         
 
Balance Sheets as of September 30, 2012 and December 31, 2011 (Unaudited)
    F-1  
           
 
Statements of Operations for the Three and Nine Months ended September 30, 2012 and September 30, 2011 (Unaudited)
    F-2  
           
 
Statements of Cash Flows for the Nine Months ended September 30, 2012 and 2011 (Unaudited)
    F-3  
           
 
Notes to Financial Statements (Unaudited)
    F-4  
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  4  
         
Item 3.
Controls and Procedures
    7  
           
PART II. OTHER INFORMATION        
           
Item 1.
Legal Proceedings
    8  
           
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds 
    8  
           
Item 3.
Defaults upon senior securities
    8  
           
Item 4.
Submissions of matters to a vote of securities holders
    8  
           
Item 5.
Other Information
    8  
           
Item 6.  
Exhibits
    8  
           
 
Exhibit 31.1
       
 
Exhibit 32.1
       
 
 
2

 

EXPLANATORY NOTE
 
The Company is amending the previously filed Form 10-Q for the period ended September 30, 2012 for the purpose of amending and restating our unaudited financial statements and related disclosures for the three and nine month period ended September 30, 2012, as discussed in Note 3 to the accompanying restated unaudited consolidated financial statements. The original filing was filed with the Securities and Exchange Commission (“SEC”) on November 19, 2012.

This Amendment No. 1 speaks as of the original filing date of the Form 10-Q, and does not reflect events that may have occurred subsequent to the original filing date.
 
 
3

 
 
PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS
 
JAMES RIVER HOLDING CORP.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
   
September 30, 2012
   
December 31, 2011
 
   
(Restated)
       
ASSETS
Current assets
           
  Cash and cash equivalents
  $ 262,805     $ 4,000  
  Subscription receivable
    -       10,000  
    Total current assets
    262,805       14,000  
                 
Property and equipment, net of accumulated depreciation
    16,651,550       -  
Goodwill
    2,408,619       -  
Intangible assets, net of accumulated amortization
    65,018       -  
                 
TOTAL ASSETS
  $ 19,387,992     $ 14,000  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
               
  Accrued expenses
  $ 119,052     $ 2,000  
  Short-term debt
    1,567,195       -  
    Total current liabilities
    1,686,247       2,000  
                 
Long-term debt
    8,860,581       -  
Long-term debt to related parties
    2,131,115       -  
                 
TOTAL LIABILITIES
    12,677,943       2,000  
                 
Stockholders' Equity
               
  Preferred stock, $.001 par value, 10,000,000 shares authorized,
               
    none issued and outstanding
    -       -  
  Common stock, $.001 par value, 100,000,000 shares authorized,
               
    52,954,812 and 30,033,334 issued and outstanding , respectively
    52,955       30,033  
  Additional paid-in capital
    6,910,446       (10,033 )
  Accumulated deficit
    (253,352 )     (8,000 )
TOTAL STOCKHOLDERS' EQUITY
    6,710,049       12,000  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 19,387,992     $ 14,000  
 
The accompanying notes are an integral part of these unaudited consolidated financial statements
 
 
F-1

 
 
JAMES RIVER HOLDING CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
   
(Restated)
         
(Restated)
       
Revenue
                       
  Rental income
  $ 205,588     $ -     $ 205,588     $ -  
  Managed properties income
    2,057       -       2,057       -  
    Total revenue
    207,645       -       207,645       -  
                                 
Operating expenses
                               
  General and administrative
    151,996       -       276,198       8,000  
  Depreciation expense
    55,495       -       55,495       -  
  Amortization expense
    8,546       -       8,546       -  
    Total operating expenses
    216,037       -       340,239       8,000  
                                 
Income (loss) from operations
    (8,392 )     -       (132,594 )     (8,000 )
                                 
Other expense
                               
  Interest expense
    (112,758 )     -       (112,758 )     -  
                                 
Net loss
  $ (121,150 )   $ -     $ (245,352 )   $ (8,000 )
                                 
Net loss per share - basic and diluted
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.00 )
                                 
Weighted average shares outstanding - basic and diluted
    41,355,424       30,333,334       34,264,381       22,874,318  

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 
F-2

 

JAMES RIVER HOLDING CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
Nine Months Ended
 
   
September 30,
 
   
2012
   
2011
 
   
(Restated)
       
Cash Flows from Operating Activities
           
  Net loss
  $ (245,352 )   $ (8,000 )
  Adjustments to reconcile net loss to net cash used in
               
    operating activities:
               
    Amortization expense
    8,546       -  
    Depreciation expense
    55,495       -  
    Common stock issued for services
    16,000       -  
    Changes in operating assets and liabilities:
               
      Accrued expenses
    2,704       2,000  
Net Cash Used in Operating Activities
    (162,607 )     (6,000 )
                 
Cash Flows from Investing Activities
               
  Cash paid for the purchase of fixed assets
    (190 )     -  
Net Cash Used in Investing Activities
    (190 )     -  
                 
Cash Flows from Financing Activities
               
  Proceeds from the issuance of debt
    200,000       -  
  Collection of subscription receivable
    10,000       -  
  Proceeds from sale of common stock
    236,501       10,000  
  Payments on debt
    (23,593 )     -  
  Payments on debt to related parties
    (1,306 )     -  
Net Cash Provided by Financing Activities
    421,602       10,000  
                 
Net change in cash
    258,805       4,000  
Cash, beginning of period
    4,000       -  
Cash, end of period
  $ 262,805     $ 4,000  
                 
Supplemental Disclosures of Cash Flows Information:
               
  Cash paid for interest
  $ 112,758     $ -  
  Cash paid for income taxes
    -       -  
                 
Noncash Investing and Financing Activities:
               
  Common stock issued for the acquisition of real estate
  $ 6,048,300     $ -  
  Common stock issued for related party debt
    642,600       -  
 
The accompanying notes are an integral part of these unaudited consolidated financial statements
 
 
F-3

 
 
James River Holding Corp.
Notes to Consolidated Financial Statements
(Unaudited)
 
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

James River Holdings Corporation. (the "Company") was incorporated under the laws of the State of Delaware on May 31, 2011. The Company’s objective is the purchase, management, and disposal of real estate assets and to acquire operating companies outside of real estate.

The balance sheet of James River Holdings Corporation (the “Company”) as of September 30, 2012 and the statements of operations for the three and nine months and cash flows for the nine months ended September 30, 2012, have not been audited.  However, in the opinion of management, such information includes all adjustments (consisting only of normal recurring adjustments) which are necessary to properly reflect the financial position of the Company as of September 30, 2012 and the results of operations for the three-months then ended.

Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading.  Interim period results are not necessarily indicative of the results to be achieved for an entire year. These financial statements should be read in conjunction with the financial statements and notes to financial statements included in the Company’s financial statements as filed on Form S-1 and S-1/A for the year ended December 31, 2011.

NOTE 2. GOING CONCERN
 
As of September 30, 2012, we had a working capital deficit and an accumulated deficit. These conditions raise substantial doubt about our ability to continue as a going concern.

Our management is continuing its efforts to secure funding through equity and/or debt instruments for our operations. We will require additional funds to pay down our liabilities, as well as finance our expansion plans. However, there can be no assurance that we will be able to secure additional funding. The consolidated financial statements contain no adjustment for the outcome of this uncertainty.

NOTE 3. RESTATEMENT OF PRIOR YEAR INFORMATION
 
During the preparation of the Company’s September 30, 2013 10-Q, the Company identified an error in the accounting and presentation of the acquisitions which took place during the period ending September 30, 2012.  This resulted in an adjustment to the previously reported amounts in the financial statements of the Company for the period ending September 30, 2012.
 
 
F-4

 
 
The following table represents the effect of the correction of prior year information and is impact on the consolidated balance sheet as of September 30, 2012

   
As of September 30, 2012
 
   
As Previously Reported
   
Adjustments
   
As Restated
 
ASSETS
Property and equipment, net of accumulated depreciation
  $ 18,153,127     $ (1,501,577 )   $ 16,651,550  
Goodwill
    153,324       2,255,295       2,408,619  
Intangible assets, net of accumulated amortization
    -       65,018       65,018  
TOTAL ASSETS
  $ 18,569,256     $ 818,736     $ 19,387,992  
                         
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
                       
  Accrued expenses
  $ 7,872     $ 111,180     $ 119,052  
  Short-term debt
    -       1,567,195       1,567,195  
    Total current liabilities
    7,872       1,678,375       1,686,247  
                         
Long-term debt
    12,433,342       (3,572,761 )     8,860,581  
Long-term debt to related parties
    -       2,131,115       2,131,115  
TOTAL LIABILITIES
    12,441,214       236,729       12,677,943  
                         
Stockholders' Equity
                       
  Common stock – number of shares issued and outstanding
    51,036,012       1,918,800       52,954,812  
                         
  Common stock
    51,036       1,919       52,955  
  Additional paid-in capital
    6,253,674       656,772       6,910,446  
  Accumulated deficit
    (176,668 )     (76,684 )     (253,352 )
TOTAL STOCKHOLDERS' EQUITY
    6,128,042       582,007       6,710,049  
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 18,569,256     $ 818,736     $ 19,387,992  
 
 
F-5

 

The following table represents the effect of the correction of prior year information and is impact on the consolidated statement of operations for the three months ended September 30, 2012

   
Three Months Ended September 30, 2012
 
   
As Previously Reported
   
Adjustments
   
As Restated
 
Revenue
                 
  Rental income
  $ 222,966     $ (17,378 )   $ 205,588  
  Managed properties income
    -       2,057       2,057  
    Total revenue
    222,966       (15,321 )     207,645  
                         
Operating expenses
                       
  General and administrative
    267,433       (115,437 )     151,996  
  Depreciation expense
    -       55,495       55,495  
  Amortization expense
    -       8,546       8,546  
    Total operating expenses
    267,433       (51,396 )     216,037  
                         
Income (loss) from operations
    (44,467 )     36,075       (8,392 )
                         
Other expense
                       
  Interest expense
    -       (112,758 )     (112,758 )
                         
Net loss
  $ (44,467 )   $ (76,683 )   $ (121,150 )

The following table represents the effect of the correction of prior year information and is impact on the consolidated statement of operations for the nine months ended September 30, 2012
 
   
Nine Months Ended September 30, 2012
 
   
As Previously Reported
   
Adjustments
   
As Restated
 
Revenue
                 
  Rental income
  $ 222,966     $ (17,378 )   $ 205,588  
  Managed properties income
    -       2,057       2,057  
    Total revenue
    222,966       (15,321 )     207,645  
                         
Operating expenses
                       
  General and administrative
    391,634       (115,436 )     276,198  
  Depreciation expense
    -       55,495       55,495  
  Amortization expense
    -       8,546       8,546  
    Total operating expenses
    391,634       (51,395 )     340,239  
                         
Income (loss) from operations
    (168,668 )     36,074       (132,594 )
                         
Other expense
                       
  Interest expense
    -       (112,758 )     (112,758 )
                         
Net loss
  $ (168,668 )   $ (76,684 )   $ (245,352 )
 
 
F-6

 

The following table represents the effect of the correction of prior year information and is impact on the consolidated statement of cash flows for the nine months ended September 30, 2012

   
Nine Months Ended September 30, 2012
 
   
As Previously Reported
   
Adjustments
   
As Restated
 
                   
Cash Flows from Operating Activities
                 
  Net loss
  $ (124,202 )   $ (121,150 )   $ (245,352 )
  Adjustments to reconcile net loss to net cash used in
                       
    operating activities:
                       
    Amortization expense
    -       8,546       8,546  
    Depreciation expense
    -       55,495       55,495  
    Common stock issued for services
    -       16,000       16,000  
    Changes in operating assets and liabilities:
                       
      Accrued expenses
    -       2,704       2,704  
Net Cash Used in Operating Activities
    (124,202 )     (38,405 )     (162,607 )
                         
Cash Flows from Investing Activities
                       
  Cash paid for the purchase of fixed assets
    -       (190 )     (190 )
Net Cash Used in Investing Activities
    -       (190 )     (190 )
                         
Cash Flows from Financing Activities
                       
  Proceeds from the issuance of debt
    -       200,000       200,000  
  Collection of subscription receivable
    -       10,000       10,000  
  Proceeds from sale of common stock
    246,501       (10,000 )     236,501  
  Payments on debt
    -       (23,646 )     (23,646 )
  Payments on debt to related parties
    -       (1,253 )     (1,253 )
Net Cash Provided by Financing Activities
    246,501       175,101       421,602  
                         
Net change in cash
    122,299       136,506       258,805  
Cash, beginning of period
    4,000       -       4,000  
Cash, end of period
  $ 126,299     $ 136,506     $ 262,805  
                         
Supplemental Disclosures of Cash Flows Information:
                       
  Cash paid for interest
  $ -     $ 112,758     $ 112,758  
  Cash paid for income taxes
    -       -       -  
                         
Noncash Investing and Financing Activities:
                       
  Common stock issued for the acquisition of real estate
  $ -     $ 6,048,300     $ 6,048,300  
  Common stock issued for related party debt
    -       642,600       642,600  
 
 
F-7

 

NOTE 4.   ACQUISITIONS
 
ASC 805, “Business Combinations”, requires entities to determine whether an acquisition transaction is a business combination. If the acquisition transaction constitutes a business, then the total purchase price is allocated to the fair value of assets acquired and liabilities assumed based on their fair values at the acquisition date. If the assets do not constitute a business then the acquisition is accounted for as an asset acquisition. Determining whether the transaction is a business acquisition and the allocation process requires an analysis of the fair value of all assets acquired and liabilities assumed.

As part of the Company’s strategy to expand into the real estate leasing market, the Company completed the acquisition of real estate from six related real estate funds on August 15, 2012. The real estate funds and James River did not have any common ownership. The CEO of James River, however, managed the property owned by the real estate funds. The real estate acquired included the existing tenant leases and the acquisition was deemed to be an acquisition of a business. The purchase price paid consisted of an aggregate of 20,161,000 common shares valued at $6,048,300. The allocation of the purchase price and the estimated fair market values of the assets acquired and liabilities assumed are shown below:

Acquired Assets:  
     
Property and equipment
  $ 16,706,855  
Intangible Assets
    73,564  
 Total acquired assets
    16,780,419  
         
Assumed Liabilities:
       
Debt
    (10,251,369
Debt to related party
    (2,775,021
Security deposits held
    (114,348
Total assumed liabilities
    (13,140,738 )
         
Net assets acquired
    3,639,681  
Purchase price
    (6,048,300 )
Goodwill
  $ 2,408,619  

NOTE 5.   DEBT OWED TO RELATED PARTIES

During the nine months ended September 30, 2012, the Company assumed $2,775,021 of related party debt pursuant to the acquisition discussed in Note 4. The real estate funds did not have any ownership in common with James River, however, their property was managed by the CEO of James River. The real estate funds had outstanding debt owed to a party that is owned by an Officer of James River at the time of the acquisition. This note carries an interest of 5% and is due on August 15, 2017. The debt is secured by the real estate property acquired. The Company converted $642,600 of debt into 1,918,800 shares of common stock and made repayments of $1,306 on this debt during the nine months ended September 30, 2012.
 
 
F-8

 

NOTE 6.   DEBT

During the nine months ended September 30, 2012, the Company assumed $10,251,369 of debt pursuant to the acquisitions discussed in Note 4. The notes carry an interest rate ranging from 5.5% - 6% and have maturity dates ranging from March 3, 2013 to February 5, 2016. The debt is secured by the real estate property acquired.

The Company also received proceeds of $200,000 on debt during the nine months ended September 30, 2012. This note carries an interest rate ranging of 4.5%, and has a maturity date ranging of June 5, 2013.

The Company made repayments on debt totaling $23,593 during the nine months ended September 30, 2012.

NOTE 7.   SHAREHOLDER'S EQUITY
 
Upon formation, the Company issued 30,033,334 shares of common stock for a $10,000 subscription receivable to the founding shareholder of the Company to fund organizational start-up costs. The $10,000 was collected during the nine months ended September 30, 2012.

During the nine months ended September 30, 2012, the Company had the following equity issuances:
 
·  
788,344 shares sold for proceeds of $236,501
·  
53,334 shares issued for services, valued at $16,000
·  
20,161,000 shares issued for the acquisition of real estate, valued at $6,048,300 (see Note 4)
·  
1,918,800 shares issued for conversion of $642,600 of related party debt
 
 
F-9

 
 
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in this report and those in our S-1 registration statement deemed effective on October 7, 2011 and our 8-k filed on October 4, 2012. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in such forward-looking statements as a result of certain factors, including but not limited to, those described under “Risk Factors” included in Part II, Item IA of this report.

OVERVIEW
 
James River Holdings (“James River,” the “Company,” “us,” or “we”) owns single family residential properties and hopes to own manufactured home communities, but may adjust their business plan to include other similar opportunities such as multifamily and commercial property if the economy dictates and the opportunity arises. The Company will purchase, manage, and dispose of revenue producing assets, specifically single family properties and manufactured home communities.

As part of the Company’s strategy to expand into the real estate leasing market, the Company completed the acquisition of real estate from six related real estate funds on August 15, 2012. The real estate funds and James River did not have any common ownership. The CEO of James River, however, managed the property owned by the real estate funds. The real estate acquired included the existing tenant leases and the acquisition was deemed to be an acquisition of a business. The purchase price paid consisted of an aggregate of 20,161,000 common shares valued at $6,048,300. The allocation of the purchase price and the estimated fair market values of the assets acquired and liabilities assumed are shown below:

Acquired Assets:  
     
Property and equipment
  $ 16,706,855  
Intangible Assets
    73,564  
 Total acquired assets
    16,780,419  
         
Assumed Liabilities:
       
Debt
    (10,251,369
Debt to related party
    (2,775,021
Security deposits held
    (114,348
Total assumed liabilities
    (13,140,738 )
         
Net assets acquired
    3,639,681  
Purchase price
    (6,048,300 )
Goodwill
  $ 2,408,619  
 
 
4

 

Results of Operations for the Quarter ending September 30, 2012
 
Assets
 
As of September 30, 2012, we had $262,805 in cash and $16,651,550 in single family residences. These were acquired in September of 2012 and are valued at their estimated fair values on the date of acquisition. The Company also values its Goodwill at $2,408,619.
 
Revenue

Since the Company acquired assets including single family homes in the third quarter of 2012, they have commenced generating revenues. The revenues for the third quarter were $207,645.

Operating Expense

Total operating expenses for the three months ended September 30, 2012 were $216,037 compared to expenses for the nine months ended September 30, 2012 of $340,239.  The increase was due mostly to consulting expenses resulting from seeking out a potential acquisition. We also recognized $55,495 in depreciation expense and $8,546 in amortization expense for the three months ended September 30, 2012.

 Net Loss

Net loss for the three months ended September 30, 2012 was $121,150 compared to the nine months ended September 30, 2012 since inception of $245,352. 
 
Liquidity and Capital Resources
 
At September 30, 2012, we had $262,805 in cash.

Long Term Liabilities

The properties acquired as a result of the September 2012 acquisitions, also resulted in the company incurring $8,860,581 in long term liabilities in the form of first mortgages on the single family residences acquired. We also have $2,131,115 in long term debt owed to related parties. Initially, $10,251,369 of debt and $2,775,021 of related party debt was assumed pursuant to our acquisitions of real property in this quarter. The real estate funds from which we acquired the properties did not have any ownership in common with James River, however, their property was managed by the CEO of James River. The real estate funds had outstanding debt owed to a party that is owned by an Officer of James River at the time of the acquisition. This note carries an interest of 5% and is due on August 15, 2017. The debt is secured by the real estate property acquired. The Company converted $642,600 of debt into 1,918,800 shares of common stock and made repayments of $1,306 on this debt during the nine months ended September 30, 2012.
 
 
5

 

Critical Accounting Policies and Estimates

Our critical accounting policies are disclosed in our S-11 Registration Statement. During the three months ended September 30, 2012 there have been no significant changes in our critical accounting policies.

Recent Accounting Pronouncements

Recent accounting pronouncements are disclosed in our S-11 Registration Statement, deemed effective with the Securities and Exchange Commission on February 1, 2012. During the three months ended September 30, 2012 there have been no new accounting pronouncements which are expected to significantly impact our consolidated financial statements.

Liquidity and Capital Resources

The Company is currently searching for properties to purchase as well as trying to deploy its business plan. To this end, the Company was able to acquire approximately $18 million in single family residences The Company will likely have to look to its officer, Mr. J. Barry Watts, or to third parties for additional capital. There can be no assurance that the Company will be able to secure additional financing or that the amount of any additional financing will be sufficient to conclude its business objectives or to pay ongoing operating expenses.

We expect to leverage our business with bank financing in the way of mortgages and deeds of trust. Based on the CEO’s previous borrowing experience with local banks for properties purchased by one of Mr. Watts’ other entities, we expect to enter into lending relationships with the following terms on a property by property basis:
 
·
Interest rates not to exceed 8%
   
·
Loan to value of 80%

·
Collateralized with a 1st deed of trust or mortgage on the property
   
·
Points not to exceed 1.5%

·
Loans amortized over 20-30 years.
 
 
6

 

Item 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s disclosure controls and procedures are designed to ensure (i) that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms; and (ii) that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2012, and concluded that the disclosure controls and procedures were not effective as a whole. In particular, we have identified the following material weakness of our internal controls:

· Lack of segregation of duties
· Lack of formal control processes that provide for multiple levels of supervision and review.
 
Changes in Internal Controls over Financial Reporting
 
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 
7

 

PART II. OTHER INFORMATION
 
Item 1. LEGAL PROCEEDINGS

None
 
Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None
 
Item 3.  DEFAULTS UPON SENIOR SECURITEIES
 
None

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
None

Item 5.  OTHER INFORMATION
 
None
 
Item 6. EXHIBITS
 
(a) Exhibits:
 
Number
 
Description
     
31.1
 
Certification of Chief Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
     
32.1
 
Certification of Chief Executive and Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
 
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
8

 
 
 SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
James River Holdings Corporation
 
       
Date: November 15, 2013
By:
/s/ J. Barry Watts  
    Name: J. Barry Watts  
    Title: President and Director  
    (Principal Executive Officer)  
 
Date: November 15, 2013
By:
/s/ J. Barry Watts  
    Name: J. Barry Watts  
    Title: Treasurer and Chief Financial Officer  
   
(Principal Financial Officer, and Principal Accounting Officer)
 
 
 
 
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