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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    -------
                                   FORM 10-Q
                                    -------

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                 For the quarterly period ended: March 31, 2010
                                       or

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

         For the transition period from: _____________ to _____________

                                    -------
                       GOLDEN RIVER RESOURCES CORPORATION
             (Exact name of registrant as specified in its charter)
                                    -------

        Delaware                   0-16097                  98-0079697
(State or Other Jurisdiction     (Commission             (I.R.S. Employer
       of Incorporation)         File Number)           Identification No.)

        Level 8, 580 St Kilda Road Melbourne, Victoria, 3004, Australia
               (Address of Principal Executive Office) (Zip Code)

                              011 (613) 8532 2860
              (Registrant's telephone number, including area code)

                                      N/A
   (Former name, former address and former fiscal year, if changed since last
                                    report)
                                    -------

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.     [x] Yes  [ ] No

Indicate  by  check mark whether the registrant has submitted electronically and
posted  on  its corporate Web site, if any, every Interactive Data File required
to  be  submitted  and  posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to  submit  and  post  such  files).*

* The registrant has not yet been phased into the interactive data requirements.
                                                              [ ] Yes     [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer., or a smaller reporting company.

    Large accelerated filer [ ]              Accelerated filer  [ ]
    Non-accelerated filer [ ]                Smaller reporting company  [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).           Yes [ ]   No [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. There were 229,317,640
outstanding shares of Common Stock as of May 14, 2010.

             APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.          [ ] Yes    [ ] No

--------------------------------------------------------------------------------
================================================================================
<PAGE>

Table Of Contents

<TABLE>
<CAPTION>
<S>           <C>                                                                    <C>

                                                                                        PAGE NO

PART I.        FINANCIAL INFORMATION

Item 1         Financial Statements                                                               2
Item 2         Management's Discussion and Analysis or Plan of Operations                        18
Item 3         Quantitative and Qualitative Disclosure about Market Risk                         22
Item 4         Controls and Procedures                                                           22

PART II        OTHER INFORMATION

Item 1         Legal Proceedings                                                                 23
Item 1A        Risk Factors                                                                      23
Item 2         Unregistered Sales of Equity Securities and Use of Proceeds                       23
Item 3         Defaults Upon Senior Securities                                                   23
Item 4         Removed and Reserved                                                              23
Item 5         Other Information                                                                 23
Item 6         Exhibits                                                                          23


SIGNATURES                                                                                       24

EXHIBIT INDEX                                                                                    25


Exh. 31.1      Certification                                                                     26
Exh. 31.2      Certification                                                                     27
Exh. 32.1      Certification                                                                     28
Exh. 32.2      Certification                                                                     29
</TABLE>
                                       1
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements.

Introduction to Interim Consolidated Financial Statements.

     The  interim  consolidated  financial  statements included herein have been
prepared  by Golden River Resources Corporation ("Golden River Resources" or the
"Company")  without  audit,  pursuant  to  the  rules  and  regulations  of  the
Securities  and  Exchange Commission (the "Commission"). Certain information and
footnote  disclosure  normally  included  in  consolidated  financial statements
prepared  in  accordance with generally accepted accounting principles have been
condensed  or  omitted  pursuant  to  such  rules  and regulations, although the
Company  believes  that  the  disclosures  are  adequate to make the information
presented not misleading. These interim consolidated financial statements should
be  read in conjunction with the financial statements and notes thereto included
in  the  Company's  Annual Report on Form 10-K for the year ended June 30, 2009.

     In  the  opinion  of  management,  all  adjustments,  consisting  of normal
recurring adjustments and consolidating entries, necessary to present fairly the
consolidated  financial position of the Company and subsidiaries as of March 31,
2010,  the  results  of its consolidated operations for the three and nine month
periods  ended  March  31, 2010 and March 31, 2009 and for the cumulative period
July  1,  2002 (inception of exploration activities) through March 31, 2010, and
the  changes  in  its  consolidated  cash flows for the nine month periods ended
March  31,  2010  and  March 31, 2009 and for the cumulative period July 1, 2002
(inception  of  exploration  activities)  through  March  31,  2010,  have  been
included. The results of consolidated operations for the interim periods are not
necessarily  indicative  of  the  results  for  the  full  year.

     The  preparation  of  consolidated  financial statements in conformity with
accounting  principles  generally  accepted  in  the  United  States  of America
requires  management  to  make  estimates  and  assumptions  that affect certain
reported  amounts and disclosures. Accordingly, actual results could differ from
those  estimates.

Foreign Currency Translation

     Prior  to July 1, 2009, the Company's functional and reporting currency was
the  Australian  dollar  and its subsidiary, Golden Bull Resources Corporation's
functional  currency  was  the  Canadian  dollar.  However,  as  a result of the
purchase  of the controlling interest in Acadian Mining Corporation in Canada in
July  2009,  the  Company's  fiscal  2010 revenue and expenses will be primarily
denominated in Canadian dollars (CDN$). ASC Topic 830 "Foreign Currency Matters"
states  that the functional currency of an entity is the currency of the primary
economic  environment  in  which  the  entity  operates. Accordingly the Company
determined  that  from July 1, 2009 the functional and reporting currency of the
Company  is the Canadian dollar. Assets, liabilities and portions of equity were
translated  at  the rate of exchange at July 1, 2009 and portions of equity were
translated  at  historical exchange rates.  Revenue and expenses were translated
at  actual  rates.  Translation  gains  and  losses  were  included  as  part of
accumulated  other  comprehensive  loss.

     Restatement  of  comparative  numbers was made for the change in functional
and  reporting  currency. The change was adopted prospectively beginning July 1,
2009  in  accordance  with  ASC  Topic  830.

UNLESS  OTHERWISE  INDICATED, ALL FINANCIAL INFORMATION PRESENTED IS IN CANADIAN
DOLLARS.

                                       2
<PAGE>
              GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                           Consolidated Balance Sheet

<TABLE>
<CAPTION>
<S>                                                                             <C>                                 <C>
                                                                                            March 31, 2010                  June 30,
                                                                                                                                2009
                                                                                                 CDN$000's                 CDN$000's
                                                                                               (Unaudited)
ASSETS

Current Assets
Cash                                                                                                  101                        19
Receivables                                                                                            47                         7
Prepaid expenses and deposits                                                                         182                         -
                                                                                ----------------------------------------------------

Total Current Assets                                                                                  330                        26
                                                                                ----------------------------------------------------

Non Current Assets
Cash held for site remediation (note 11)                                                              925                         -
Property, plant and equipment (note 12)                                                             7,148                         -
Investment in non consolidated entity (note 13)                                                       620                       745
Mineral rights (note 10)                                                                           86,798                         -
                                                                                ----------------------------------------------------

Total Non Current Assets                                                                           95,491                       745
                                                                                ----------------------------------------------------

Total Assets                                                                                       95,821                       771
                                                                                ====================================================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts payable and accrued expenses                                                               1,791                       116
Note payable (note 3)                                                                               1,000                         -
Lease liability                                                                                     2,527                         -
Advances from affiliates (note 3)                                                                       3                     1,138
                                                                                ----------------------------------------------------

Total Current Liabilities                                                                           5,321                     1,254
                                                                                ----------------------------------------------------

Non Current Liabilities

Accrued site remediation (note 14)                                                                  2,400                         -
Advances from affiliates (note 3)                                                                   1,054                         -
Deferred tax liability (note 15)                                                                   13,486                         -
                                                                                ----------------------------------------------------

Total Non Current Liabilities                                                                      16,940                         -
                                                                                ----------------------------------------------------

Total Liabilities                                                                                  22,261                     1,254
                                                                                ----------------------------------------------------

Commitments (Note 9)

Stockholders' Equity (Deficit):
Common Stock: $.0001 par value
400,000,000 shares authorized (200,000,000 at June 30, 2009)
226,317,640 and 126,714,130 issued and outstanding                                                     27                        16
Additional paid-in-capital                                                                         55,368                    35,951
Less treasury stock at cost, 2,500 shares                                                             (19)                      (19)
Accumulated other comprehensive loss                                                                 (372)                     (394)
Retained profit (deficit) during exploration stage                                                 13,076                   (11,289)
Retained (deficit) prior to exploration stage                                                     (24,748)                  (24,748)
                                                                                ----------------------------------------------------

Golden River Resources Stockholder's Equity (Deficit)                                              43,332                      (483)
Non Controlling Interests (note 10)                                                                30,228                         -
                                                                                ----------------------------------------------------

Total Stockholders' Equity (Deficit)                                                               73,560                      (483)
                                                                                ----------------------------------------------------

Total Liabilities and Stockholders' Equity                                                         95,821                       771
                                                                                ====================================================

The accompanying notes are an integral part of the consolidated financial statements
</TABLE>

                                       3
<PAGE>

              GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                     Consolidated Statements of Operations
   Three and Nine Months Ended March 31, 2010 and 2009 and for the cumulative
                                     period
      July 1, 2002 (inception of exploration activities) to March 31, 2010
                                  (Unaudited)

<TABLE>
<CAPTION>
<S>                                                      <C>          <C>           <C>          <C>            <C>
                                                           Three Months Three Months  Nine Months  Nine Months    July 1, 2002
                                                                  Ended        Ended        Ended        Ended             to
                                                              March 31,    March 31,    March 31,    March 31,       March 31,
                                                                   2010         2009         2010         2009           2010
                                                              CDN$000's    CDN$000's    CDN$000's    CDN$000's      CDN$000's

Revenues                                                   $         -  $         -  $         -  $         -   $           -
                                                           -------------------------------------------------------------------

Costs and expenses:

Stock based compensation                                             -           28           39          145           2,760
Exploration expenditure                                            546           39        1,547          111           4,858
Depreciation and amortization                                      160            -          892            -             892
Loss/(profit) on disposal of equipment                             (12)           -          247            -             247
Interest expense, net                                                2            1          141            1             538
Legal, accounting and professional                                 119          168          413          227           1,482
Administrative                                                     890           31        1,545          100           4,932
                                                           -------------------------------------------------------------------

                                                                 1,705          267        4,824          584          15,709
                                                           -------------------------------------------------------------------


(Loss) from operations                                          (1,705)        (267)      (4,824)        (584)        (15,709)

Foreign currency exchange gain (loss)                               (2)         (26)           3          (48)           (156)

Adjustment to fair value on stepped acquisition (note 10)            -            -       16,098            -          16,098

Gain on bargain purchase (note 10)                                   -            -       24,626            -          24,626

Other income:

Interest - net, related entity - net, related entity                 -            -            -            -               5
         - Other                                                     -            1            1            6              11
                                                           -------------------------------------------------------------------

Profit/(loss) before income tax and equity in
 profits/(losses) of non-consolidated entities                  (1,707)        (292)      35,904         (626)         24,875

Equity in profits/(losses) of non-consolidated entities            (92)           -          234            -             (26)
                                                           -------------------------------------------------------------------

Profit/(loss) before income tax                                 (1,799)        (292)      36,138         (626)         24,849

Provision for deferred income tax (note 15)                          -            -      (13,486)           -         (13,486)
                                                           -------------------------------------------------------------------

Net profit/(loss)                                               (1,799)        (292)      22,652         (626)         11,363

Net loss attributable to non-controlling interests                 473            -        1,713            -           1,713
                                                           -------------------------------------------------------------------

Net profit/(loss) attributable to Golden River Resources
 stockholders                                                   (1,326)        (292)      24,365         (626)         13,076
                                                           -------------------------------------------------------------------

Basic net profit/(loss) per common equivalent shares       $     (0.01) $     (0.00) $      0.15  $     (0.01)  $        0.33
                                                           -------------------------------------------------------------------

Diluted net profit/(loss) per common equivalent shares     $     (0.01) $     (0.00) $      0.15  $     (0.01)  $        0.33
                                                           -------------------------------------------------------------------

Basic weighted number of common equivalent shares
 outstanding (000's)                                           177,826      136,714      164,733       77,955          40,028
                                                           -------------------------------------------------------------------

Diluted weighted number of common equivalent shares
 outstanding (000's)                                           177,826      136,714      164,733       77,955          40,028
                                                           -------------------------------------------------------------------

The accompanying notes are integral part of the consolidated financial statements
</TABLE>

                                       4
<PAGE>

              GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                     Consolidated Statements of Cash Flows
    Nine Months Ended March 31, 2010 and 2009 and for the cumulative period
      July 1, 2002 (inception of exploration activities) to March 31, 2010
                                  (Unaudited)


<TABLE>
<CAPTION>
<S>                                                                        <C>                   <C>             <C>
                                                                                                                       July 1, 2002
                                                                                             2010            2009   to Mar 31, 2010
                                                                                        CDN$000's       CDN$000's         CDN$000's
                                                                              ------------------- --------------- -----------------

CASH FLOWS FROM OPERATING ACTIVITIES

Net profit/(loss) attributable to Golden River Resources Stockholders                     24,365            (626)           13,076

Adjustments to reconcile net profit (loss) to net cash provided by(used) in
 operating activities attributable to Golden River Resources Stockholders
Foreign currency exchange (gain)/ loss                                                        (3)             27               136
Depreciation /amortization of plant and equipment                                            892               -               918
Loss on disposal of equipment                                                                247               -               247
Stock based compensation                                                                      39             142             2,760
Provision for deferred income tax                                                         13,486               -            13,486
Equity in profits of non-consolidated entities                                              (234)              -                26
Net loss attributable to non controlling interests                                        (1,713)              -            (1,713)
Adjustment to fair value on stepped acquisition                                          (16,098)              -           (16,098)
Bargain purchase of controlled entities                                                  (24,626)              -           (24,626)
Accrued interest added to principal                                                          139               -               312
Net change net of acquisition in:
Receivables                                                                                  (41)             12               (47)
Staking deposit                                                                                -               -                22
Prepaid expenses and deposits                                                               (182)              -              (182)
Accounts payable and accrued expenses                                                       (662)              9              (543)
                                                                              -----------------------------------------------------

Net Cash Provided by(Used) in Operating Activities                                        (4,391)           (436)          (12,226)
                                                                              -----------------------------------------------------

CASH FLOW FROM INVESTING ACTIVITIES

Acquisition of majority owned subsidiary net of cash acquired                             (7,585)           (998)           (8,585)
Purchase of plant and equipment                                                                -               -               (25)
                                                                              -----------------------------------------------------

Net Cash (Used) in Investing Activities                                                   (7,585)           (998)           (8,610)
                                                                              -----------------------------------------------------

CASH FLOW PROVIDED BY FINANCING ACTIVITIES

Borrowings from affiliates                                                                 5,178               -             6,144
Repayments to affiliates                                                                  (3,166)              -            (3,166)
Proceeds from issuance of stock                                                           10,764               -            10,764
Repayment of borrowings                                                                     (139)              -              (139)
Sale of warrants (net)                                                                         -             643             4,749
Re-purchase of warrants                                                                     (579)              -              (579)
Proceeds from loan payable                                                                     -             837             3,261
                                                                              -----------------------------------------------------

Net Cash Provided by Financing Activities                                                 12,058           1,480            21,034
                                                                              -----------------------------------------------------

Effects of Exchange Rate on Cash                                                               -             (25)              (97)
                                                                              -----------------------------------------------------

Net Increase in Cash                                                                          82              21               101
Cash at Beginning of Period                                                                   19               7                 -
                                                                              -----------------------------------------------------

Cash at End of Period                                                                        101              28               101
                                                                              -----------------------------------------------------
Supplemental Disclosures
Interest Paid                                                                                139               -               479

NON CASH FINANCING ACTIVITY
Debt repaid through issuance of shares                                                         -               -             5,771
Stock options recorded as deferred compensation                                                -               -             1,258
Extinguishment of related party debt
Acquisition of subsidiary (note 10)                                                            -               -               593

The accompanying notes are integral part of the consolidated financial statements
</TABLE>

                                       5
<PAGE>
              GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
           Consolidated Statements of Stockholders' Equity (Deficit)
                                 March 31, 2010
                   and for the cumulative period July 1, 2002
            (inception of exploration activities) to March 31, 2010
                                  (Unaudited)

<TABLE>
<CAPTION>
<S>             <C>      <C>      <C>        <C>        <C>               <C>        <C>       <C>            <C>          <C>
                                                                 Retained      Retained           Accumulated
                                                          Profit/(Deficit)    (Deficit)                 Other
                            Common   Treasury Additional      (during the    (prior to  Deferred      Compre-         Non-
                              Stock Stock, at    Paid-in      Exploration   Exploration   Compen-     hensive  Controlling
                   Shares    Amount      Cost    Capital            stage)       stage)    sation        Loss    Interests     Total
                   ------ --------- --------- ---------- ----------------- ------------ --------- ----------- ------------ ---------
                    000's CDN$000's CDN$000's  CDN$000's         CDN$000's    CDN$000's CDN$000's   CDN$000's    CDN$000's CDN$000's
Balance June 30,
 2002               6,347 $       1 $    (19) $  24,060                 -  $   (24,748)        -  $     (461)            - $ (1,167)
Net loss                -         -        -          -  $           (639)           -         -           -             -     (639)
                   -----------------------------------------------------------------------------------------------------------------
Balance June 30,
 2003               6,347 $       1 $    (19) $  24,060  $           (639) $   (24,748)        -  $     (461)            - $ (1,806)
Issuance of
 1,753,984 shares
 and warrants in
 lieu of debt
 repayment          1,754         -        -  $   2,331                 -            -         -           -             - $  2,331
Sale of 1,670,000
 shares and
 warrants           1,670         -        -  $   2,221                 -            -         -           -             - $  2,221
Issuance of
 6,943,057 shares
 on cashless
 exercise of
 options            6,943 $       1        -  $      (1)                -            -         -           -             - $      0
Net unrealized loss
 on foreign
 exchange               -         -        -          -                 -            -         -  $     (317)            - $   (317)
Net (loss)              -         -        -          -  $         (1,616)           -         -           -             - $ (1,616)
                   -----------------------------------------------------------------------------------------------------------------
Balance June 30,
 2004              16,714 $       2 $    (19) $  28,611  $         (2,255) $   (24,748)        -  $     (778)            - $    813
Issuance of
 1,400,000 options
 under 2004 stock
 option plan            -         -        -  $   1,646                 -            -  $ (1,646)          -             - $      0
Amortization of
 1,400,000 options
 under 2004 stock
 option plan            -         -        -          -                 -            -  $  1,095           -             - $  1,095
Net unrealized gain
 on foreign
 exchange               -         -        -          -                 -            -         -  $      (17)            - $    (17)
Net/(loss)              -         -        -          -  $         (3,156)           -         -           -             - $ (3,156)
                   -----------------------------------------------------------------------------------------------------------------
Balance June 30,
 2005              16,714 $       2 $    (19) $  30,257  $         (5,411) $   (24,748) $   (551) $     (795)            - $ (1,265)
To eliminate
 deferred
 compensation
 against Additional
 Paid-In Capital        -         -        -  $    (551)                -            -  $    551           -             - $      0
Issuance of
 10,000,000 shares
 and 20,000,000
 options in lieu of
 debt repayment    10,000 $       1        -  $   3,320                 -            -         -           -             - $  3,321
Capital gain on
 shares and options
 issued in lieu of
 debt repayment         -         -        -  $  (1,610)                -            -         -           -             - $ (1,610)
Sale of 20,000,000
 normal warrants        -         -        -  $     827                 -            -         -           -             - $    827
Sale of 10,000,000
 special warrants       -         -        -  $     887                 -            -         -           -             - $    887
Amortization of
 1,400,000 options
 under 2004 stock
 option plan            -         -        -        532                 -            -         -           -             -      532
Net unrealized loss
 on foreign
 exchange               -         -        -          -                 -            -         -  $      369             - $    369
Net (loss)              -         -        -          -  $         (1,588)           -         -           -             - $ (1,588)
                   -----------------------------------------------------------------------------------------------------------------
Balance June 30,
 2006              26,714 $       3 $    (19) $  33,662  $         (6,999) $   (24,748) $      -  $     (426)            - $  1,473
</TABLE>

                                       6
<PAGE>

              GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
           Consolidated Statements of Stockholders' Equity (Deficit)
                                 March 31, 2010
                   and for the cumulative period July 1, 2002
            (inception of exploration activities) to March 31, 2010
                             (Unaudited) Continued

<TABLE>
<CAPTION>
<S>             <C>       <C>      <C>       <C>         <C>                <C>        <C>       <C>          <C>           <C>
                                                                 Retained      Retained           Accumulated
                                                          Profit/(Deficit)    (Deficit)                 Other
                            Common   Treasury Additional      (during the    (prior to  Deferred      Compre-         Non-
                              Stock Stock, at    Paid-in      Exploration   Exploration   Compen-     hensive  Controlling
                   Shares    Amount      Cost    Capital            stage)       stage)    sation        Loss    Interests     Total
                  ------- --------- --------- ---------- ----------------- ------------ --------- ----------- ------------ ---------
                    000's CDN$000's CDN$000's  CDN$000's         CDN$000's    CDN$000's CDN$000's   CDN$000's    CDN$000's CDN$000's
Costs associated
 with sale of
 normal and
 special warrants       -         -        -  $      (3)                -            -          -          -            -  $     (3)
Amortization of
 1,400,000 options
 under 2004 stock
 option plan            -         -        -  $      19                 -            -          -          -            -  $     19
Amortization of
 4,650,000 options
 under 2006 stock
 option plan            -         -        -  $     510                 -            -          -          -            -  $    510
Net unrealized
 gain on foreign
 exchange               -         -        -          -                 -            -          - $       48            -  $     48
Net (loss)              -         -        -          -  $         (1,965)           -          -          -            -  $ (1,965)
                  ------------------------------------------------------------------------------------------------------------------
Balance June 30,
 2007              26,714 $       3 $    (19) $  34,188  $         (8,964) $   (24,748) $       - $     (378)           -  $     82
Amortization of
 4,650,000 options
 under 2006 stock
 option plan            -         -        -  $     333                 -            -          -          -            -       333
Net unrealized
 gain on foreign
 exchange               -         -        -          -                 -            -          - $       27            -  $     27
Net (loss)              -         -        -          -  $         (1,073)           -          -          -            -  $ (1,073)
                  ------------------------------------------------------------------------------------------------------------------
Balance June 30,
 2008              26,714 $       3 $    (19) $  34,521  $        (10,037) $   (24,748) $       - $     (351)           -  $   (631)
Amortization of
 4,650,000 options
 under 2006 stock
 option plan            -         -        -  $     173                 -            -          -          -            -       173
Sale of
 100,000,000
 shares           100,000 $      13        -  $     669                 -            -          -          -            -       682
Net unrealised
 loss on foreign
 exchange               -         -        -          -                 -            -          - $      (43)           -  $    (43)
Forgiveness of
 advances from
 affiliate (Note
 5)                     -         -        -  $     588                 -            -          -          -            -       588
Net (loss)              -         -        -          -  $         (1,252)           -          -          -            -  $ (1,252)
                  ------------------------------------------------------------------------------------------------------------------
Balance June 30,
 2009             126,714 $      16 $    (19) $  35,951  $        (11,289) $   (24,748) $       - $     (394)           -  $   (483)
Amortization of
 4,650,000 options
 under 2006 stock
 option plan            -         -        -  $      39                 -            -          -          -               $     39
Sale of 99,603,510
 shares            99,604 $      11        -  $  10,753                 -            -          -          -            -  $ 10,764
Re-purchase of
 warrants               -         -        -  $    (579)                -            -          -          -            -  $   (579)
Net unrealised
 gain on foreign
 exchange               -         -        -          -                 -            -          - $       22               $     22
Net profit              -         -        -          -  $         22,652                       -          -            -  $ 22,652
Adjustment for
 additional
 investment in
 consolidated
 subsidiary             -         -        -  $   9,204                 -            -          -          -            -  $  9,204
Fair value of non-
 controlling
 interest               -         -        -          -                 -            -          -          -  $    31,941  $ 31,941
Net loss
 attributable to
 non-controlling
 interests              -         -        -          -  $          1,713            -          -          -  $    (1,713) $     (0)
                  ------------------------------------------------------------------------------------------------------------------
Balance March 31,
 2010             226,318 $      27 $    (19) $  55,368  $         13,076  $   (24,748) $       - $     (372) $    30,228  $ 73,560
                  ------------------------------------------------------------------------------------------------------------------


The accompanying notes are integral part of the consolidated financial statements
</TABLE>

                                       7
<PAGE>
              GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                                 March 31, 2010

(1)     Organisation
        ------------
     Golden River Resources Corporation ("Golden River Resources"), formerly Bay
Resources  Ltd,  is  incorporated  in  the  State  of  Delaware.  The  principal
shareholders  of  Golden  River  Resources  are  companies  associated  with the
President of Golden River Resources and his spouse. These companies owned 95.41%
of  Golden  River  Resources  as  of  March  31,  2010.

     During  fiscal  1998,  Golden  River  Resources  incorporated  a  further
subsidiary,  Baynex.com Pty Ltd, under the laws of Australia, Baynex.com Pty Ltd
has  not  traded since incorporation. On August 21, 2000, Golden River Resources
incorporated  a  new  wholly  owned  subsidiary, Bay Resources (Asia) Pty Ltd, a
corporation  incorporated  under the laws of Australia. In May 2002, the Company
incorporated  a  new  wholly owned subsidiary, Golden Bull Resources Corporation
(formerly  4075251  Canada  Inc),  a  corporation incorporated under the laws of
Canada.  Golden Bull Resources Corporation is undertaking exploration activities
for  gold  in  Canada. On March 8, 2006, shareholders approved the change of the
Company's  name  to  Golden  River  Resources.

     Golden  River  Resources as part of its business strategy is increasing its
gold  and  base metal exploration activity in Canada and is continually sourcing
new  ground  in  Canada  which is one of the most prospective areas for new gold
discoveries.  On  March  17,  2009,  the  Company  announced that it had reached
agreement with Acadian Mining Corporation (TSX: ADA) ("Acadian") to subscribe in
a private placement transaction for up to 338,111,334 common shares ("Offering")
in  Acadian for aggregate gross investment of up to CDN$10 million. The Offering
was  contemplated  to close in two or more tranches giving Golden River a 68.76%
holding  of  Acadian.

     The  closing  of  the  first  tranche,  for an aggregate of CDN$1.0 million
(38,111,334 shares) was subject to receipt of the required regulatory approvals,
including  the  approval  of  the Toronto Stock Exchange which occurred in early
June  2009.  Upon  completion of closing of the initial tranche, the Company was
entitled  to  nominate  one  member  to  the  board  of directors of Acadian and
nominated  Mr Menachem Vorchheimer. The Company held a 19.9% interest in Acadian
at  June  30,  2009.

     The  balance  of the subscription by Golden River Resources into Acadian of
CDN$9  million  (300,000,000  shares  at  CDN$0.03 per share) was expected to be
completed  in  one or more tranches upon the receipt of all necessary regulatory
approvals,  approval  of  the  shareholders  of  Acadian and the satisfaction of
certain other conditions precedent, including completion of due diligence by the
Company.  Acadian  obtained approval from its shareholders at its annual meeting
in  June  2009.

     Throughout  July 2009, Golden River Resources subscribed for further shares
to  a  value  of  CDN$4 million and at July 31, 2009, the Company held a 52.764%
interest  in  Acadian.  As  a result, Golden River Resources has since that time
consolidated  the  results  of Acadian. On September 30, 2009, a further closing
for  an  aggregate  of CDN$1 million occurred increasing the Company interest in
Acadian to 57.145% and during October 2009, Golden River Resources completed its
subscription  in Acadian by subscribing for shares to the value of CDN$4 million
which  increased  its  interest  in  Acadian  to  68.76%.

     The  financial  statements  presented  herein  have  been  prepared  on  a
consolidated  basis  to  include the accounts of Golden River Resources, Acadian
and  its  other  subsidiaries  (collectively  "the  Company").  All intercompany
balances  and  transactions  have  been  eliminated  in  consolidation.

     The  Company's  consolidated  financial  statements  are  prepared  using
generally  accepted  accounting  principles applicable to a going concern, which
contemplates  the  realization  of  assets and liquidation of liabilities in the
normal  course  of  business.

(2)     Summary  of  Significant  Accounting  Policies
        ----------------------------------------------
(i)     Functional  and  Reporting  Currency

     Prior  to July 1, 2009, the Company's functional and reporting currency was
the  Australian  dollar  and its subsidiary, Golden Bull Resources Corporation's
functional  currency  was  the  Canadian  dollar.  However,  as  a result of the
purchase  of the controlling interest in Acadian Mining Corporation in Canada in
July  2009,  the  Company's  fiscal  2010 revenue and expenses will be primarily
denominated in Canadian dollars (CDN$). ASC Topic 830 "Foreign Currency Matters"
states  that the functional currency of an entity is the currency of the primary
economic  environment  in  which  the  entity  operates. Accordingly the Company
determined  that  from July 1, 2009 the functional and reporting currency of the
Company  is the Canadian dollar. Assets, liabilities and portions of equity were
translated  at  the rate of exchange at July 1, 2009 and portions of equity were
translated  at  historical exchange rates.  Revenue and expenses were translated
at  actual  rates.  Translation  gains  and  losses  were  included  as  part of
accumulated  other  comprehensive  loss.

                                       8
<PAGE>

     Restatement  of  comparative  numbers was made for the change in functional
and  reporting  currency. The change was adopted prospectively beginning July 1,
2009  in  accordance  with  ASC  Topic  830.

(ii)     Property,  plant  and  equipment

     Property,  plant  and  equipment  are  recorded  at  cost.  Depreciation is
provided  for  on  office  assets  using  the  declining  balance  method at the
following  annual  rates  (in the year of acquisition one-half of the calculated
depreciation  is  recognized):

     Vehicles                                   30%
     Building                                    5%
     Office fixtures and computer equipment     20%

     Mine site assets are depreciated on a straight line balance method over the
expected  life  of the mine at thirteen and one half years; assets under capital
lease  are  depreciated  on a straight line basis over the four year term of the
lease.

     All  other  assets  are  depreciated over a period covering their estimated
useful  lives.

(iii)     Fair Value of Financial Instruments

     The Company's financial instruments consist primarily of cash, receivables,
accounts  payable  and  accrued  expenses,  and  advances  from  affiliates. The
carrying  amounts  of  cash  receivables,  accounts payable and accrued expenses
approximate  their  respective  fair  values due to the short term maturities of
these  instruments.  The  fair  value  of  advances  from  affiliates  are  not
practicable to estimate as no similar market exists for these instruments and as
it  does  not  have  a  specified  date  of  repayment.

(iv)     Lease  Liability

     Leases  meeting  certain  criteria  are  accounted  for as a capital lease.
Imputed  interest is charged against income. The capitalised value of the assets
is  depreciated over the term of the lease. The Company has entered into leasing
agreements  of  four  year terms for mining equipment. Obligations under capital
lease  are  reduced  by  the  rental payments net of imputed interest. All other
leases  are  treated  as  operating  leases.

(v)     Net  Profit/Loss  per  Share

     The  Company follows the FASB ASC Topic 260 "Earnings per Share" provisions
which  require  the reporting of both basic and diluted profit/(loss) per share.
Basic  profit/(loss)  per  share  is  computed  by  dividing  net  profit/(loss)
available to common stockholders by the weighted average number of common shares
outstanding  for  the  period.  Diluted  net profit/(loss) per share reflect the
potential  dilution  that  could occur if securities or other contracts to issue
common  stock  were  exercised  or  converted  into  common stock. Anti-dilutive
effects  on  net  profit/(loss)  per  share  are  excluded.

(vi)     Impairment  of  Long-Lived  Assets

     The Company accounts for its long-lived assets in accordance with ASC Topic
360,  "Impairment or Disposal of Long-Lived Assets". ASC Topic 360 requires that
long-lived  assets  be  reviewed  for  impairment  whenever events or changes in
circumstances  indicate  that  the  carrying  value  of  its  assets,  including
property,  plant  and equipment and mineral rights, by estimating the future net
cash flows expected to result from the asset, including eventual disposition. If
the  future  net  cash  flows are less than the carrying value of the asset, the
impairment loss is recorded equal to the difference between the asset's carrying
value  and  fair  value  or  disposable  value.

(3)     Affiliate  Transactions
        -----------------------

     Golden  River  Resources  advances  to  and  receives advances from various
affiliates.  All  advances  between  consolidated  affiliates  are eliminated on
consolidation.

     During  the  nine  months  ended March 31, 2010 and 2009, AXIS advanced the
Company  CDN$403,729  and  CDN$106,967  respectively  and  provided  services in
accordance  with  the  service  agreement  of  CDN$281,866  and  CDN$90,513
respectively.  The  amounts  owed  to  AXIS  at  March  31,  2010  and  2009 was
CDN$1,053,524  and  CDN$461,373  respectively  and  are reflected in non-current
liabilities  - advances from affiliates.  During the nine months ended March 31,
2010  and  2009 AXIS did not charge interest.  AXIS is affiliated through common
management  and  ownership.

     In  order to settle the first tranche of the acquisition of Acadian, Wilzed
Pty  Ltd,  a  company  associated  with Mr Joseph I Gutnick, President and Chief
Executive  Officer  of  the  Company  advanced  CDN$582,790  (A$650,000)  to the
Company.  The Company repaid the advance on July 24, 2009. Wilzed did not charge
interest  on  the  advance.

                                       9
<PAGE>

     During  the  nine  months  ended March 31, 2010, the Company entered into a
subscription  agreement  with  Northern  Capital Resources Corp ("NCRC") whereby
NCRC  would subscribe, for shares by March 31, 2010, for 85 million shares at an
issue price of US$0.10 per share to raise US$8.5 million. During September 2009,
pursuant  to  the  subscription  agreement,  the  Company  has closed in private
placement  transactions with NCRC, the sale of 50,566,710 shares of common stock
at an issue price of US$0.10 per share raising CDN$5,582,790. On March 31, 2010,
the  Company  closed  a  further private placement transaction with NCRC, by the
sale  of  49,036,800  shares  of common stock at a purchase price of US$0.10 per
share  for  aggregate proceeds of CDN$5,181,196. The proceeds have been utilized
to  help  fund  the  acquisition  of  shares  in Acadian and for working capital
purposes. Mr. Joseph Gutnick is the Chairman and Chief Executive Officer of NCRC
and  certain  companies  with  which Mr. Gutnick is associated own approximately
45.67%  of  the  outstanding  common  stock  of  NCRC.  NCRC  currently  holds
approximately  92.74% of the outstanding common stock of the Company. The amount
owed  to  NCRC  at  March  31,  2010  under  current liabilities - advances from
affiliates  was  CDN$3,456.

     Acadian  shares  office  facilities with Royal Roads Corp and Buchans River
Ltd  (non-consolidated  entities  of Acadian). During the period ended March 31,
2010  Acadian  charged CDN$45,000 in common costs to these companies. The amount
charged  is  estimated  to be the fair value of the costs. The amount was offset
against  interest  owing  to  Royal  Roads  on  intercompany  advances.

     On  November  24,  2009,  CDN$2,583,459  was  repaid to Royal Roads Corp by
Acadian  on  behalf  of  ScoZinc  Ltd, a 100% owned subsidiary of Acadian. Royal
Roads  Corp  charged  interest  at  10%  per  annum,  payable quarterly. Acadian
guaranteed  the  full amount of the debt and, as security, granted security over
all  of  its assets, including the shares of Royal Roads Corp. that Acadian owns
During  the  nine  months  ended  March  31,  2010  Acadian  paid  CDN$15,000 in
consulting  fees  to  a  director  of  Acadian.

     Acadian acquired the remaining 50% of the 15 Mile Stream mineral claims for
a cash payment of CDN$70,000 and a non-interest bearing note for CDN$1.0 million
due  July  2010  and a 1% net smelter royalty payable to Mr. Will Felderhof, the
former  President and CEO of Acadian, and members of his family. Amounts due are
reflected  in current liabilities - note payable at March 31, 2010. Acadian also
paid  an  amount  due  to  Mr.  Felderhof  of  CDN$9,610.

     The  Company has the option to extend the terms of the CDN$1.0 million note
for  a  further  12  months  for  a  CDN$100,000  principal  payment. During the
extension  period,  the  note  bears  10%  interest  calculated  monthly.

(4)     Recent  Accounting  Pronouncements
        ----------------------------------

     In  June 2009, the Financial Accounting Standards Board ("FASB") issued the
FASB  Accounting  Standards Codification and the Hierarchy of Generally Accepted
Accounting  Principles,  also  known  as  FASB Accounting Standards Codification
("ASC")  105-10,  Generally  Accepted Accounting Principles, ("ASC 105-10"). ASC
105-10  establishes  the FASB Accounting Standards Codification ("Codification")
as  the  single  source  of  authoritative  US GAAP recognized by the FASB to be
applied  by  nongovernmental  entities.  Rules  and interpretive releases of the
Securities and Exchange Commission ("SEC") under authority of federal securities
laws  are  also  sources  of  authoritative  US  GAAP  for  SEC registrants. The
subsequent  issuances  of  new  standards  will  be  in  the  form of Accounting
Standards  Updates ("ASU") that will be included in the Codification. Generally,
the  Codification  is  not  expected  to  change  US  GAAP. All other accounting
literature  excluded from the Codification will be considered non-authoritative.
This  ASC  is  effective  for financial statements issued for interim and annual
periods  ending  after  September 15, 2009. The Company adopted this ASC for its
quarter  ended  September  30, 2009. The adoption did not have any effect on our
financial  condition  or  results  of operations. All accounting references have
been  updated,  and  therefore  SFAS  references  have  been  replaced  with ASC
references.

     In  December  2007,  the  FASB  issued  amended  ASC  Topic  805,  Business
Combinations.  ASC  805  establishes  principles  and  requirements  for how the
acquirer  of  a business recognizes and measures in its financial statements the
identifiable  assets acquired and the liabilities assumed. The provisions of ASC
805  are  effective  for  the Company's fiscal year beginning July 1, 2009 which
applies prospectively to all business combinations entered into on or after such
date.  Golden  River's  acquisition  of  Acadian (see note 10) was and any other
future  acquisitions  will  be  impacted  by  application  of  this  statement.

     In  April  2008,  the  FASB  issued  amended  ASC  Topic 350, Intangibles -
Goodwill  and  Other  ("ASC  350").  ASC  350  amends the factors that should be
considered  in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under former SFAS No. 142, Goodwill
and  Other  Intangible  Assets.  This  new  guidance  applies  prospectively  to
intangible assets that are acquired individually or with a group of other assets
in  business  combinations  and  asset  acquisitions.  ASC  350 is effective for
financial statements issued for fiscal years and interim periods beginning after
December  15,  2008.  The adoption of ASC 350 has had no impact on the Company's
financial  position,  results  of  operations,  or  cash  flows.

     The  Company adopted the "Financial Instruments Topic", ASC 825 on April 1,
2009.  This  standard  requires  disclosures  about  fair  value  of  financial
instruments  in  interim  financial  statements  as  well as in annual financial
statements.

                                       10
<PAGE>

     In  April  2009,  the  FASB  issued  ASC  Topic 320-10-65, "Recognition and
Presentation  of  Other-Than-Temporary  Impairments"  ("ASC  320-10-65").  ASC
320-10-65  amends  the  other-than-temporary  impairment  guidance  for  debt
securities to make the guidance more operational and to improve the presentation
and disclosure of other-than-temporary impairments on debt and equity securities
in  the  financial statements. ASC 320-10-65 does not amend existing recognition
and  measurement  guidance related to other-than-temporary impairments of equity
securities.  ASC 320-10-65 is effective for interim and annual reporting periods
ending  after  June  15,  2009, with early adoption permitted for periods ending
after  March  15,  2009.  ASC 320-10-65 does not require disclosures for earlier
periods presented for comparative purposes at initial adoption. In periods after
initial  adoption,  ASC  320-10-65  requires  comparative  disclosures  only for
periods  ending after initial adoption. The adoption of ASC 320-10-65 has had no
impact on the Company's financial position, results of operations or cash flows.

     In  May  2009,  the  Financial  Accounting  Standards  Board  (FASB) issued
guidance  on  the  accounting  for and disclosure of events that occur after the
balance sheet date. This guidance was effective for interim and annual financial
periods  ending  after  June  15,  2009.  In  February  2010,  the  FASB  issued
Accounting  Standards  Update (ASU) 2010-09, Subsequent   Events:  Amendments to
Certain   Recognition   and   Disclosure  Requirements.  This  ASU  retracts the
requirement  to  disclose  the  date  through  which subsequent events have been
evaluated and whether that date is the date the financial statements were issued
or  were  available  to be issued.  ASU 2010-09 requires an entity that is a SEC
filer  to  evaluate  subsequent  events  through  the  date  that  the financial
statements  are  issued.  ASU  2010-09  is  effective  for  interim  and  annual
financial periods ending after February 24, 2010.  The adoption of this guidance
did  not  have  an  impact  on  our  consolidated  financial  statements.

     In  August  2009,  the  FASB issued Accounting Standards Update No. ("ASU")
2009-05,  "Measuring  Liabilities  at  Fair  Value." ASU 2009-05 supplements and
amends  the existing definition of fair value while reintroducing the concept of
entry  value  (amount  an  entity  would  receive  to  enter  into  an identical
liability)  into  the  definition.  Additionally,  ASU  2009-05  clarifies  that
restrictions  preventing the transfer of a liability should not be considered as
a separate input or adjustment in the measurement of its fair value. ASU 2009-05
is  effective  for  the  first  reporting  period,  including  interim  periods,
beginning  after  August  2009.  The  provisions  of  ASU  2009-05 do not have a
material  impact  on  our  consolidated  financial  statements.

     In  January  2010,  the FASB issued ASU 2010-02, Consolidation (Topic 810):
Accounting  and  Reporting  for  Decreases  in  Ownership  of a Subsidiary. This
amendment  to  Topic  810  clarifies, but does not change, the scope of GAAP. It
clarifies  the  decrease  in  ownership provisions of Subtopic 810-10. For those
entities  that  have already adopted FAS No. 160 the amendments are effective at
the beginning of the first interim or annual reporting period ending on or after
December 15, 2009. The amendments should be applied retrospectively to the first
period that an entity adopted FAS160. The provisions of ASU 2010-02 did not have
a  material  effect  on  the  financial position, results of operations, or cash
flows  of  the  Company.

     In  January  2010, the FASB issued ASU 2010-06, Fair Value Measurements and
Disclosures  (Topic  820) - Improving Disclosures about Fair Value Measurements.
This  ASU  requires  new  disclosures  and clarifies certain existing disclosure
requirements  about  fair  value  measurements. ASU 2010-06 requires a reporting
entity  to disclose significant transfers in and out of Level 1 and Level 2 fair
value  measurements,  to  describe  the reasons for the transfers and to present
separately  information  about  purchases,  sales, issuances and settlements for
fair  value  measurements  using significant unobservable inputs. ASU 2010-06 is
effective  for interim and annual reporting periods beginning after December 15,
2009,  except  for  the  disclosures  about  purchases,  sales,  issuances  and
settlements  in the roll forward of activity in Level 3 fair value measurements,
which is effective for interim and annual reporting periods beginning after June
15, 2010; early adoption is permitted. We do not expect that the adoption of ASU
2010-06  will  have  a  material  impact  on  our financial position, results of
operations  or  cash  flows.

(5)     Comprehensive  Profit  (Loss)
        -----------------------------

     The  Company  follows ASC Topic 220 "Comprehensive Income" ("ASC 220"). ASC
220  requires a company to report comprehensive profit/(loss) and its components
in a full set of financial statements. Comprehensive profit/(loss) is the change
in  equity  during a period from transactions and other events and circumstances
from  non-owner  sources,  such as unrealized gains (losses) on foreign currency
translation  adjustments.  There  are  no  material  differences  between  net
profit/(loss)  and  other comprehensive profit/(loss) for the periods presented.

(6)     Going  Concern
        --------------

     The  accompanying  consolidated  financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America,  which contemplate continuation of the Company as a going concern.  The
Company is in the exploration stage, has sustained recurring losses which raises
substantial  doubts  as  to  its  ability  to  continue  as  a  going  concern.

     In addition, the Company has historically relied on loans and advances from
corporations  affiliated with the President of the Company. Based on discussions
with these affiliate companies, the Company believes this source of funding will
continue  to  be available. Other than the arrangements noted above, the Company
has  not  confirmed  any other arrangement for ongoing funding. As a result, the
Company may be required to raise funds by additional debt or equity offerings in
order  to  meet  its  cash  flow  requirements  during  the  forthcoming  year.

                                       11
<PAGE>

     The  accumulated  deficit  of  the Company from inception through March 31,
2010 amounted to CDN$10,783,000 of which CDN$13,965,000 is retained profits from
July 2002, the date the Company entered the Exploration Stage, through March 31,
2010.

(7)     Issue  of  Options  under  Stock  Option  Plan
        ----------------------------------------------

     The  Company  follows  the  provisions  of ASC Topic 718 Compensation-Stock
Compensation ("ASC 718"), which addresses the accounting for share-based payment
transactions  in  which a company receives employee services in exchange for (a)
equity instruments of that company or (b) liabilities that are based on the fair
value of the company's equity instruments or that may be settled by the issuance
of  such  equity  instruments.

     The  Company  has  accounted  for  all options issued based upon their fair
market  value  using either the Black Scholes or Binomial option pricing method.
Prior  to  2006,  the  Company  used  the Black Scholes option pricing method to
determine  the fair market value of options issued. In 2006, the Company changed
from  using  the  Black  Scholes  option  pricing  method to the Binomial option
pricing  model.  The  Binomial  option  pricing  model  breaks  down the time to
expiration  into  a  number  of  steps or intervals and can therefore be used to
value  American  style  options,  taking  into  account the possibility of early
exercise  and reflect changing inputs over time. The options issued in 2006 have
three  vesting  periods  and therefore, the Company believed the Binomial option
pricing  model  is  a  more  accurate  measure of the fair value of the options.

     In  October  2004, the Board of Directors and Remuneration Committee of the
Company  adopted  a  Stock  Option Plan and agreed to issue 1,400,000 options to
acquire  shares  of common stock in the Company, at an exercise price of US$1.00
per  option,  subject to shareholder approval which was subsequently received on
January  27, 2005. All such options were vested by July 2006. The exercise price
of  US$1.00  was derived from the issue price of common stock from the placement
of  shares on September 30, 2004 and is considered by the Company's Directors to
be  the  fair value of the common stock. The options expire on October 15, 2014.

     The  Company  calculated  the fair value of the 1,400,000 options using the
Black Scholes valuation method using a fair value share price of US$1.00, strike
price  of  US$1.00, maturity period of 5 years 7 months, risk free interest rate
of  5.15%  and  volatility  of 20%. This equates to a value of US31.85 cents per
option.  The  total value of the options equates to CDN$1,645,780 (US$1,352,820)
and  such  amount  was amortized over the vesting period. At March 31, 2010, the
options  were  fully  vested.

     Consistent  with  the  provisions of ASC 718, the Company recorded the fair
value  of  stock  option  grants in stockholders equity. Under ASC 718 an equity
instrument  is  not  considered  to  be  issued  until  the  instrument  vests.
Accordingly,  as  provided  in  ASC  718 effective July 1, 2005, the Company has
reversed  CDN$551,000  (US$445,900)  being  the  unamortized  restricted  stock
compensation  at  June 30, 2005 included in stockholders equity for the unvested
portions  of stock option grants awarded prior to the effective date of ASC 718.
Since  the  issue  of  the  options,  600,000  options have lapsed following the
termination  of  participants  to  the  issue.

A  summary  of  the options outstanding and exercisable at March 31, 2010 are as
follows:
                                                Outstanding          Exercisable
      Number of options                             800,000              800,000
      Exercise price                                US$1.00              US$1.00
      Expiration date                      October 15, 2014     October 15, 2014


     On October 19, 2006, the Directors of the Company agreed to offer a further
4,650,000  options under the Stock Option Plan. The options have no issue price,
an  exercise  price  of US30.84 cents, and a latest exercise date of October 19,
2016.  The  options vest 1/3 on October 19, 2007 ("T1"), 1/3 on October 19, 2008
("T2")  and  1/3  on  October  19, 2009 ("T3"). The Company obtained an external
valuation  on  the  options  from  an  unrelated  third  party.

     The  Company,  through  an unrelated third party consultant, has calculated
the  fair value of the 4,650,000 options using the binomial option pricing model
using  a  fair  value  share  price of US$0.30, exercise price of US30.84 cents,
expected  life  T1  -  5  years  6  months, T2 - 6 years, T3 - 6 years 6 months,
risk-free  interest  rate of 4.75% and volatility of 90%. The total value of the
options  equates  to  CDN$1,207,860 (US$1,060,200) and such amount was amortised
over  the  vesting  period.  For  the  nine  months  ended  March  31, 2010, the
amortization  amounted to CDN$39,421 and no options were forfeited. At March 31,
2010,  the  options  were  fully  vested.

     Since  the  issue of the options, 600,000 options have lapsed following the
termination  of  participants  to  the  issue.

     A  summary of the options outstanding and exercisable at March 31, 2010 are
as  follows:

                                       12
<PAGE>

                                                Outstanding          Exercisable
     Number of options                            4,050,000            4,050,000
     Exercise price                                US$0.308             US$0.308
     Expiration date                       October 19, 2016     October 19, 2016

(8)     Profit(Loss)  per  share
        ------------------------

     Basic  profit/(loss)  per  share  is computed based on the weighted average
number  of  common  shares  outstanding  during the period. In prior periods the
Company  had  on  issue 10,000,000 special warrants which are exercisable at any
time  until  expiration  and  for  no consideration. On July 1, 2009 the Company
re-purchased  the  warrants  and  immediately  cancelled  the  options.

Profit/(Loss)  per  share

     The Company calculates profit/(loss) per share in accordance with ASC Topic
260,  "Earnings  per  Share".

     The following table reconciles the weighted average shares outstanding used
for  the  computation:

                                                    Nine months ended
                                                         March 31
     Weighted average shares                           2010       2009
                                                      '000s      '000s
     Outstanding - basic                            164,733     67,955
                 - Warrants                               -     10,000
                                                 ---------------------
     Weighted average shares outstanding            164,733     77,955
                                                 =====================

     The  following  table  reconciles  the  diluted  weighted  average  shares
outstanding  used  for  the  computation:

                                                    Three months ended
                                                          March 31
     Diluted weighted average shares                   2010       2009
                                                      '000s      '000s
     Basic                                          177,826    136,714
     Effect of employee stock based awards                -          -
                                                 ---------------------
     Diluted weighted average shares outstanding    177,826    136,714
                                                 =====================

      Options  to  acquire 4,850,000 shares of common stock were not included in
the  diluted  weighted  average  shares  outstanding  as  such  effects would be
anti-dilutive.

(9)     Commitments
        -----------

     In  June  2008, the Company agreed on terms with Tahera Diamond Corporation
to  obtain  full  control  of  the  mining  properties  that  are  listed in the
Tahera/GRR  agreement  through  the issuance of 3,000,000 shares of common stock
and the payment of CDN$86,000. The CDN$86,000 was paid prior to June 30, 2008 On
May 10, 2010 the final agreements were executed and the shares have been issued.

(10)     Acquisitions
         ------------

     Golden  River  Resources as part of its business strategy is increasing its
gold  and  base metal exploration activity in Canada and is continually sourcing
new  ground  in  Canada  which is one of the most prospective areas for new gold
discoveries.  On  March  17,  2009,  the  Company  announced that it had reached
agreement with Acadian Mining Corporation (TSX: ADA) ("Acadian") to subscribe in
a private placement transaction for up to 338,111,334 common shares ("Offering")
in  Acadian for aggregate gross investment of up to CDN$10 million. The Offering
was  contemplated  to close in two or more tranches giving Golden River a 68.76%
holding  of  Acadian.

     The  closing  of  the  first  tranche,  for an aggregate of CDN$1.0 million
(38,111,334 shares) was subject to receipt of the required regulatory approvals,
including  the  approval  of  the Toronto Stock Exchange which occurred in early
June  2009.  Upon  completion of closing of the initial tranche, the Company was
entitled  to  nominate  one  member  to  the  board  of directors of Acadian and
nominated  Mr Menachem Vorchheimer. The Company held a 19.9% interest in Acadian
at  June  30,  2009.

     The  balance  of the subscription by Golden River Resources into Acadian of
CDN$9  million  (300,000,000  shares  at  CDN$0.03 per share) was expected to be
completed  in  one or more tranches upon the receipt of all necessary regulatory
approvals,  approval  of  the  shareholders  of  Acadian and the satisfaction of
certain other conditions precedent, including completion of due diligence by the
Company.  Acadian  obtained approval from its shareholders at its annual meeting
in  June  2009.

                                       13
<PAGE>

     Throughout  July 2009, Golden River Resources subscribed for further shares
to  a  value  of  CDN$4 million and at July 31, 2009, the Company held a 52.764%
interest  in  Acadian.  As  a result, Golden River Resources has since that time
consolidated  the  results  of Acadian. On September 30, 2009, a further closing
for  an  aggregate  of CDN$1 million occurred increasing the Company interest in
Acadian to 57.145% and during October 2009, Golden River Resources completed its
subscription  in Acadian by subscribing for shares to the value of CDN$4 million
which  increased  its  interest  in  Acadian  to  68.765%.

     The  transaction was accounted for using the acquisition method required by
ASC  Topic  805,  Business  Combinations.  The  Company  has prepared an interim
estimate of the fair value of the net assets of Acadian at December 31, 2009. On
the  acquisition  date  of  July 31, 2009, the fair value of the non-controlling
interest  was  CDN$41,130,198.  The  fair  value of non-controlling interest was
based  on  an estimate of the fair value of Acadian's net assets. The assignment
of  the  total  consideration  including the fair value of the net assets of the
non-controlling  interest  as  of  acquisition  date  is  as  follows:

                                                                   CDN$000's
     Cash and cash equivalents                                        1,413
     Receivables                                                         44
     Property, plant & equipment (net)                               10,033
     Prepayments                                                         71
     Investment in Royal Roads Corp                                     855
     Cash held for remediation                                          925
     Mineral rights                                                  86,798
     Accounts payable & accrued expenses                             (3,807)
     Lease liability                                                 (4,723)
     Equipment loans payable                                           (371)
     Advance from Royal Roads Corp                                   (2,654)
     Accrued site remediation                                        (1,400)
                                                           -----------------

     Total fair value                                                87,184

     Less fair value of non-controlling interest                    (41,130)
     Less gain recognised on acquisition                            (24,626)
                                                           -----------------

     Total consideration                                             21,428
                                                           -----------------

     Fair  valuation  methods  used  for identifiable net assets acquired in the
acquisition  make use of (i) the draft re-start study for the ScoZinc mine which
has  been  adjusted using a net present value discount rate of 10%; and (ii) the
valuation  of 1,711,000 ounces of gold in the categories of mineralized material
using  a  yardstick  valuation of CDN$30.42 supplied by an external third party.
Accordingly,  the  Company  has  attributed  a  fair  value of CDN$86,798,238 to
Mineral  Rights.

     Management  believes  that  the carrying value of receivables of CDN$44,464
which  is the gross contractual amount represents fair value at acquisition date
and  does  not  have  any  evidence  that  the  amount  will not be collectable.

     Management  has  also  reviewed  the  property, plant & equipment and other
assets  and  believes the fair values of those assets at acquisition date equate
to  the  realisable  values  of  such  assets  through  disposal  or  usage.

     The  acquisition  of  Acadian  was achieved in stages. The acquisition date
fair  value of the equity interest in Acadian immediately before the acquisition
date  was  CDN$17,319,353  and  the amount of the gain recognized as a result of
remeasuring  to  fair  value  the equity interest in Acadian before the business
combination  amounted  to  CDN$16,097,557  and  has  been  recognized  in  the
consolidated  statement  of  operations  as "Adjustment to fair value on stepped
acquisition".

                                       14
<PAGE>

     The Company has recorded a gain on bargain purchase of CDN$24,626,130 which
is  disclosed  separately  on the consolidated statement of operations. The gain
represents the excess of the fair value of the net assets acquired over (i) fair
value  of the non controlling interest; (ii) fair value of the equity investment
held prior to acquisition; and, (iii) the cash consideration paid. Subsequent to
acquiring  a  majority  interest  in Acadian, the Company acquired an additional
4.81%  interest  for  CDN$1  million  which  resulted in the Company's ownership
interest in Acadian being increased from 52.764% to 57.145%. As a result of this
additional  investment,  the  Company  recorded  a  credit to Additional Paid-In
Capital  of  CDN$2,914,126.  In  October  2009  the  Company  acquired a further
interest  of  11.62% for CDN$4 million which resulted in the Company's ownership
interest in Acadian being increased from 57.145% to 68.765%. As a result of this
further  additional  investment  the  Company  recorded  a  credit to Additional
Paid-In  Capital  of  CDN$6,289,706.  The Company entered into the a fixed price
agreement  with  Acadian in early 2009 to subscribe CDN$10 million for a 68.765%
interest  in Acadian, at a time when the world stock markets were at a low point
given  the  world  economic  crisis  at  that time. The transaction contemplated
several closings and was subject to several pre-conditions including approval by
TSX  and  due diligence. Between the time of entering into the agreement and the
acquisition  date,  world  economic  conditions have improved, metal prices have
increased  significantly  and world stock markets have rallied. This resulted in
significantly  higher  fair  values  for  the  assets of Acadian compared to the
values at the time the agreement was entered into. Furthermore, Acadian was in a
distressed  state  at  the  time  the  agreement  was  entered  into.

     The  gain  on the identifiable net assets of Acadian caused a difference in
the  carrying  value  of  the  Company's  Acadian  investment  between financial
reporting  and  income  taxes and resulted in a deferred tax liability (see note
15).

     The amount of revenue of Acadian since the acquisition date included in the
consolidated statement of operations for the reporting period is CDN$nil and the
amount  of  loss  from  operations  is  CDN$4,155,970.

     The consolidated statement of operations includes the operations since July
31,  2009,  which  is  the  acquisition  date. The following unaudited pro-forma
information  presents  the results of operations for the nine months ended March
31,  2010  and  2009,  as  if the acquisition of Acadian had occurred on July 1,
2008.

                                                                  2010      2009
                                                             CDN$000's CDN$000's
     Revenue                                                        -         -
     Net profit(loss)                                          (2,191)  (22,147)
     Basic and diluted profit(loss) per share                   (0.01)    (0.28)

     During  the quarter ended December 31, 2008, Acadian recorded an impairment
charge  write  off  of  CDN$19,791,000  based  at  that  time  on  the review by
management  of  the  carrying  value  of  mining  assets  and  investments.

     During  July,  2009  Acadian  recorded  a gain on settlement of liabilities
under  Companies' Creditors Arrangement Act of CDN$3,104,170 and as at March 31,
2010  Acadian  recorded  a  loss  on  disposal  of  leased assets of CDN$311,096

(11)     Cash  held  for  Site  Remediation
         ----------------------------------

     Acadian  has  agreed  with  the relevant authorities in Canada to remediate
exploration and mine sites to an agreed status at the end of exploration and /or
mining operations at the sites. Currently the Company has CDN$925,000 on deposit
with  the  relevant  authorities in Canada to cover the cost of this remediation
work.

                                       15

<PAGE>

(12)     Property,  Plant  and  Equipment
         --------------------------------

<TABLE>
<CAPTION>
<S>                                          <C>           <C>             <C>
                                                            Accumulated
                                                     Cost   Depreciation          Net
                                                     CDN$           CDN$         CDN$
     Office
     Building                                     120,840         16,904      103,936
     Automotive equipment                         122,748         73,291       49,457
     Equipment                                    165,000        165,000            -
     Office fixtures and computer equipment       514,923        141,295      373,628
                                            -----------------------------------------
                                                  923,511        396,490      527,021
                                            -----------------------------------------

     Mine Site
     Land                                         566,950              -      566,950
     Building                                   2,370,491        482,630    1,887,861
     Automotive equipment                         392,547        168,047      224,500
     Mobile equipment under capital lease       1,467,845      1,238,845      229,000
     Equipment                                  5,789,255      2,076,006    3,713,249
                                            -----------------------------------------
                                               10,587,088      3,965,528    6,621,560
                                            -----------------------------------------
     Other                                          6,589          6,589            -
                                            -----------------------------------------
     Balance March 31, 2010                    11,517,188      4,368,607    7,148,581
                                            -----------------------------------------
</TABLE>

(13)     Investment  in  Non-Consolidated  Entity
         ----------------------------------------

     At March 31, 2010, Acadian owned approximately 32.7 million shares of Royal
Roads  Corp.  representing  29.18% of the issued and outstanding shares of Royal
Roads  Corp.  The  investment  is  accounted  for  using  the  equity  method of
accounting and is recorded on the consolidated balance sheet at CDN$620,000. The
TSX Venture Exchange quoted market value of the investment at March 31, 2010 was
CDN$1,962,838.  On  April 23, 2010, Acadian completed the sale of the investment
in  Royal  Roads  Corp.  for  CDN$1,962,838.

(14)     Accrued  Site  Remediation
         --------------------------

     Acadian  has  agreed  with  the relevant authorities in Canada to remediate
exploration and mine sites to an agreed status at the end of exploration and /or
mining  operations  at the sites. The estimated cost of this remediation work is
CDN$2,400,000

(15)     Income  Taxes
         -------------

     The  Company recognises deferred tax assets or liabilities for the expected
future  consequences attributable to differences between the financial statement
carrying  amount  of  existing  assets  and liabilities and their respective tax
basis.  Deferred  tax  assets and liabilities are measured using the enacted tax
rates  in  effect for the year in which those temporary differences are expected
to  be  recovered  or  settled.

     The Company's net deferred tax liability at March 31, 2010 is summarized as
follows:

                                                                             USA
                                                                            2010
                                                                        CDN$000s

     Deferred tax asset
          Net operating loss carry forward and tax credits               11,135
     Deferred tax liability
          Investment in subsidiary                                      (24,621)
                                                            --------------------
     Net deferred tax liability non-current                             (13,486)
                                                            --------------------

     The  Company  has  available net operating losses carry forward aggregating
approximately  CDN$29  million  as of June 30, 2009 which should expire in years
2010  through  2029.  Such  losses  are  comprised  of  net operating loss carry
forwards  in Canada of CDN$26 million and in the United States of CDN$4 million.

                                       16

<PAGE>

(16)     Subsequent  Events
         ------------------

     The  Company  has  evaluated  significant  events subsequent to the balance
sheet  date  and  has  determined  that  there  were  no  subsequent  events  or
transactions  which  would require recognition or disclosure in the consolidated
financial  statements,  other  than  noted  herein.

     On  April  23, 2010, Acadian completed the sale of the 29.18% investment in
Royal  Roads  of 32.7 million shares Corp. for CDN$1,962,838. The investment was
accounted  for  using  the  equity  method  of  accounting and the approximately
recorded  value at the date of sale is CDN$556,140. The estimated net gain after
expenses  and  income tax attributable to Golden River Resources stockholders is
CDN$596,126.

     On  May  10,  2010 the agreements with Tahera Diamond Corporation to obtain
full  control  of  the  mining  properties  that  are  listed  in the Tahera/GRR
agreement  were  executed.  In  June  2008, the Company agreed on the terms with
Tahera  Diamond Corporation to obtain full control of the mining properties that
are  listed in the Tahera/GRR agreement through the issuance of 3,000,000 shares
of  common stock and the payment of CDN$86,000. The CDN$86,000 was paid prior to
June  30,  2008  and  the  shares  have  been  issued.

                                       17
<PAGE>

Item 2.     Management's Discussion and Analysis of Financial Condition and
Results of Operations.

FUND COSTS CONVERSION

     The consolidated statements of operations and other financial and operating
data  contained  elsewhere  here  in  and  the  consolidated  balance sheets and
financial  results  have  been  reflected  in  Canadian dollars unless otherwise
stated.

     The  following  table  shows  the  average rate of exchange of the Canadian
dollar  as  compared  to  the US dollar and Australian dollar during the periods
indicated:

     9 months ended March 31, 2009 CDN$1.00 = US$.8007
     9 months ended March 31, 2010 CDN$1.00 = US$.9815
     9 months ended March 31, 2009 CDN$1.00 = A$1.1720
     9 months ended March 31, 2010 CDN$1.00 = A$1.0678

     Prior  to July 1, 2009, the Company's functional and reporting currency was
the  Australian  dollar  and its subsidiary, Golden Bull Resources Corporation's
functional  currency  was  the  Canadian  dollar.  However,  as  a result of the
purchase  of the controlling interest in Acadian Mining Corporation in Canada in
July  2009,  the  Company's  fiscal  2010 revenue and expenses will be primarily
denominated in Canadian dollars (CDN$). ASC Topic 830 "Foreign Currency Matters"
states  that the functional currency of an entity is the currency of the primary
economic  environment  in  which  the  entity  operates. Accordingly the Company
determined  that  from July 1, 2009 the functional and reporting currency of the
Company is the Canadian  dollar. Assets, liabilities and portions of equity were
translated  at  the rate of exchange at July 1, 2009 and portions of equity were
translated  at  historical exchange rates.  Revenue and expenses were translated
at  actual  rates.  Translation  gains  and  losses  were  included  as  part of
accumulated  other  comprehensive  loss.

     Restatement  of  comparative  numbers was made for the change in functional
and  reporting  currency. The change was adopted prospectively beginning July 1,
2009  in  accordance  with  ASC  Topic  830.

     The Company's financial statements are prepared in Canadian dollars (CDN$).
A  number  of  the  costs  and  expenses  of  the Company are incurred in US and
Australian  dollars  and  the  conversion  of these costs to CDN$ means that the
comparison  of  the  nine  months  ended March 31, 2010 to the nine months ended
March  31,  2009  does  not  always  present  a  true  comparison.

RESULTS OF OPERATION

Three Months Ended March 31, 2010 vs.Three Months Ended March 31, 2009.

     Golden  River  Resources as part of its business strategy is increasing its
gold  and  base metal exploration activity in Canada and is continually sourcing
new  ground in Canada which is one of the most prospective areas in for new gold
discoveries.  On  March  17,  2009,  the  Company  announced that it had reached
agreement with Acadian Mining Corporation (TSX: ADA) ("Acadian") to subscribe in
a private placement transaction for up to 338,111,334 common shares ("Offering")
in  Acadian for aggregate gross investment of up to CDN$10 million. The Offering
was  contemplated  to close in two or more tranches.  Golden River holds 68.765%
of  Acadian.

     The  closing  of  the  first  tranche,  for an aggregate of CDN$1.0 million
(38,111,334 shares) was subject to receipt of the required regulatory approvals,
including  the  approval  of  the Toronto Stock Exchange which occurred in early
June  2009.  Upon  completion of closing of the initial tranche, the Company was
entitled  to  nominate  one  member  to  the  board  of directors of Acadian and
nominated  Mr Menachem Vorchheimer. The Company held a 19.9% interest in Acadian
at  June  30,  2009.

     The  balance  of the subscription by Golden River Resources into Acadian of
CDN$9  million  (300,000,000  shares  at  CDN$0.03 per share) was expected to be
completed  in  one or more tranches upon the receipt of all necessary regulatory
approvals,  approval  of  the  shareholders  of  Acadian and the satisfaction of
certain other conditions precedent, including completion of due diligence by the
Company.  Acadian  obtained approval from its shareholders at its annual meeting
in  June  2009.

     Throughout  July 2009, Golden River Resources subscribed for further shares
to  a  value  of  CDN$4 million and at July 31, 2009, the Company held a 52.764%
interest  in  Acadian.  As  a result, Golden River Resources has since that time
consolidated  the  results  of Acadian. On September 30, 2009, a further closing
for  an  aggregate  of CDN$1 million occurred increasing the Company interest in
Acadian to 57.145% and during October 2009, Golden River Resources completed its
subscription  in Acadian by subscribing for shares to the value of CDN$4 million
which  increased  its  interest  in  Acadian  to  68.765%.

     As  a  result of the acquisition of Acadian, commencing at the end of March
2009,  there  is  a  lack of comparability between the Company's results for the
nine months ended March 31, 2009 and the nine months ended March 31, 2010. Costs
and expenses increased from CDN$267,000 in the three months ended March 31, 2009
to  CDN$1,705,000  in  the  three  months  ended  March  31,  2010.

                                       18
<PAGE>

     The  increase  in  costs  and  expenses  is  a  net  result  of:

     a)   an decrease  in  legal,  accounting  and  professional  expense  from
          CDN$168,000  for  the three months ended March 31, 2009 to CDN$119,000
          for  the  three  months ended March 31, 2010, primarily as a result of
          the  non-reoccurrence  in  the  three  months  ended March 31, 2010 of
          certain  legal and accounting costs associated with the acquisition of
          Acadian  Mining that were incurred in the three months ended March 31,
          2009.  Included  within legal, accounting and professional expense for
          the  three months ended March 31, 2010 is CDN$68,000 for Acadian which
          relates  to  general  legal  work,  audit  and  stock  transfer costs.

     b)   an increase  in  administrative  costs  including  salaries  from
          CDN$31,000  in the three months ended March 31, 2009 to CDN$890,000 in
          the  three months ended March 31, 2010. Included within administrative
          expense  for  the three months ended March 31, 2010 is CDN$699,000 for
          Acadian  which  includes  head  office  salaries, rent, office related
          costs  and  travel.

     c)   an increase  in  the  exploration  expenditure  expense  from
          CDN$39,000  for  the  three months ended March 31, 2009 to CDN$546,000
          for  the  three  months  ended  March  31,  2010. The costs related to
          consultants  providing  exploration  reviews and advice. No field work
          was undertaken during the three months ended March 31, 2009 or 2010 by
          the Company on the Slave and Committee Bay properties. Included within
          exploration  expenditure  expense for the three months ended March 31,
          2010 is work undertaken by Acadian for field exploration activities on
          its  gold  properties  and certain maintenance work on its Scotia mine
          which  is  currently  on  care  and  maintenance.

     d)   a decrease  in  stock  based  compensation  from  CDN$28,000  for  the
          three  months  ended  March  31,  2009 to CDN$Nil for the three months
          ended March 31, 2010 as a result of options being fully expensed prior
          to  the  current  period.

     e)   an increase  in  depreciation  and  amortization  expense from CDN$nil
          for the three months ended March 31, 2009 to CDN$160,000 for the three
          months ended March 31, 2010. The depreciation and amortization expense
          for the three months ended March 31, 2010 relates to the activities of
          Acadian  which  is  amortizing the mine and mill (which is on care and
          maintenance),  and  equipment.

     f)   an increase  in  profit  on  disposal  of  equipment  expense  from
          CDN$nil  for  the  three months ended March 31, 2009 to CDN$12,000 for
          the  three  months  ended  March  31,  2010. The profit on disposal of
          equipment expense for the three months ended March 31, 2010 relates to
          the  activities of Acadian where part of the mining fleet on lease was
          disposed  of  as  the  Scotia  mine  is  on  care  and  maintenance.

     g)   an increase  in  interest  expense  from  CDN$1,000  for  the  three
          months  ended  March  31, 2009 to CDN$2,000 for the three months ended
          March  31, 2010. The interest expense for the three months ended March
          31,  2010  relates  to  the  activities  of  Acadian  which was paying
          interest  on  capital  debt and the final cost of having the debtor in
          possession  financing  in  place.

     As  a  result  of  the  foregoing,  the loss from operations increased from
CDN$267,000  for the three months ended March 31, 2009, to CDN$1,705,000 for the
three  months  ended  March  31,  2010.

     The  Company recorded a foreign currency exchange loss of CDN$2,000 for the
three  months  ended March 31, 2010 compared to a foreign currency exchange loss
of  CDN$26,000  for  the  three  months  ended  March  31,  2009.

     A  decrease  in  interest  income from CDN$1,000 for the three months ended
March  31,  2009  to  CDN$nil  for  the  three  months  ended  March  31,  2010.

     The  loss  before  income  taxes  and  equity  in  profits/(losses)  of
non-consolidated  entities  for  the  three  months  ended  March  31,  2010 was
CDN$1,707,000  compared  CDN$292,000  for the three months ended March 31, 2009.

     The  share  of loss in non-consolidated entities for the three months ended
March  31,  2010 amounted to CDN$92,000 for which there was no comparable amount
in  2009.  As noted above, the Company held a 19.89% interest in Acadian at June
30,  2009 which increased to 52.764% at July 31, 2009. The Company accounted for
its  19.89%  interest  in  Acadian  for  the month of July 2009 using the equity
method  of  accounting. Further, the Company via Acadian, held a 29.18% interest
in  Royal  Roads  Corp  which  is  also accounted for using the equity method of
accounting  and  its  share of the loss of the non-consolidated entities for the
three  months  ended  March  31,  2010  was  CDN$92,000  (2009:  $nil).

     The  loss  before  income tax for the three months ended March 31, 2010 was
CDN$1,799,000 compared to CDN$292,000 for the three months ended March 31, 2009.

                                       19
<PAGE>

     The  net  loss  was CDN$1,799,000 for the three months ended March 31, 2010
compared  to  CDN$292,000  for  the  three  months  ended  March  31,  2009.

     The  share  of  the  loss  attributable to the non-controlling interests of
Acadian  amounted  to  CDN$473,000,  for which there was no comparable amount in
2009.  The net loss attributable to Golden River Resources stockholders amounted
to  CDN$1,326,000  for  the  three  months  ended  March  31,  2010  compared to
CDN$292,000  for  the  three  months  ended  March  31,  2009.

Nine Months Ended March 31, 2010 vs. Nine Months Ended March 31, 2009.

     As  a  result  of the acquisition of Acadian commencing at the end of March
2009,  there  is  a  lack of comparability between the Company's results for the
nine months ended March 31, 2009 and the nine months ended March 31, 2010. Costs
and  expenses increased from CDN$584,000 in the nine months ended March 31, 2009
to  CDN$4,824,000  in  the  nine  months  ended  March  31,  2010.

     The  increase  in  costs  and  expenses  is  a  net  result  of:

     a)   an increase  in  legal,  accounting  and  professional  expense  from
          CDN$227,000  for  the  nine months ended March 31, 2009 to CDN$413,000
          for  the  nine  months  ended March 31, 2010, primarily as a result of
          costs  associated  with  the  Company's  SEC  and  IRS  compliance
          obligations.  Included  within  legal,  accounting  and  professional
          expense  for  the nine months ended March 31, 2010 is CDN$71,000 which
          relates  to  the  Company's  tax  compliance  work and CDN$103,000 for
          Acadian  which relates to general legal work, audit and stock transfer
          costs.

     b)   an increase  in  administrative  costs  including  salaries  from
          CDN$100,000  in  the nine months ended March 31, 2009 to CDN$1,545,000
          in  the  nine  months  ended  March  31,  2010.  Included  within
          administrative  expense  for  the  nine months ended March 31, 2010 is
          CDN$1,122,000  for  Acadian which includes head office salaries, rent,
          office  related  costs  and  travel.

     c)   an increase  in  the  exploration  expenditure  expense  from
          CDN$111,000  for the nine months ended March 31, 2009 to CDN$1,547,000
          for  the  nine  months  ended  March  31,  2010.  The costs related to
          consultants  providing  exploration  reviews and advice. No field work
          was  undertaken during the nine months ended March 31, 2009 or 2010 by
          the Company on the Slave and Committee Bay properties. Included within
          exploration  expenditure  expense  for the nine months ended March 31,
          2010 is work undertaken by Acadian for field exploration activities on
          its  gold  properties  and certain maintenance work on its Scotia mine
          which  is currently on care and maintenance and CDN$1,000,000 increase
          in  provision  for  site  remediation.

     d)   a decrease  in  stock  based  compensation  from  CDN$145,000  for the
          nine  months  ended  March  31, 2009 to CDN$39,000 for the nine months
          ended March 31, 2010 as a result of options being fully expensed prior
          to  the  current  period.

     e)   an increase  in  depreciation  and  amortization  expense from CDN$nil
          for  the  nine months ended March 31, 2009 to CDN$892,000 for the nine
          months  ended  March  31,  2010.  The  depreciation  and  amortization
          expenses  for  the  nine  months  ended  March 31, 2010 relates to the
          activities  of Acadian which is amortizing the mine and mill (which is
          on  care  and  maintenance),  and  equipment.

     f)   an increase  in  loss  on  disposal  of equipment expense from CDN$nil
          for  the  nine months ended March 31, 2009 to CDN$247,000 for the nine
          months ended March 31, 2010. The loss on disposal of equipment expense
          for  the nine months ended March 31, 2010 relates to the activities of
          Acadian where part of the mining fleet on lease was disposed of as the
          Scotia  mine  is  on  care  and  maintenance.

     g)   an increase  in  interest  expense  from  CDN$1,000  for  the  nine
          months  ended  March 31, 2009 to CDN$141,000 for the nine months ended
          March  31, 2010. The interest expenses for the nine months ended March
          31,  2010  relates  to  the  activities  of  Acadian  which was paying
          interest  on  capital  debt and the final cost of having the debtor in
          possession  financing  in  place.

     As  a  result  of  the  foregoing,  the loss from operations increased from
CDN$584,000  for  the  nine months ended March 31, 2009 to CDN$4,824,000 for the
nine  months  ended  March  31,  2010.

     The Company recorded a foreign currency exchange gain of CDN$3,000 for nine
months  ended  March  31,  2010  compared to a foreign currency exchange loss of
CDN$48,000  for  the  nine  months  ended  March  31,  2009.

     The  Company also recorded a decrease in interest income from CDN$6,000 for
the  nine  months  ended  March  31, 2009 to CDN$1,000 for the nine months ended
March  31,  2010.

                                       20
<PAGE>

     On March 17, 2009, the Company announced that it had reached agreement with
Acadian  to  subscribe  in a private placement transaction for up to 338,111,334
common  shares  ("Offering")  in Acadian for aggregate gross investment of up to
CDN$10  million.  The  closing of the first tranche, for an aggregate of CDN$1.0
million  (38,111,334  shares)  was subject to receipt of the required regulatory
approvals,  including  the approval of the Toronto Stock Exchange which occurred
in  early  June 2009. Throughout July 2009, further closings for an aggregate of
CDN$4 million occurred and at July 31, 2009, the Company held a 52.764% interest
in  Acadian.  In accordance with accounting principles generally accepted in the
United States of America, the Company calculated the difference between the fair
market  value and the carrying amount of the Company's 19.9% interest in Acadian
at  the  acquisition  date  of  July 31, 2009 and recorded an adjustment to fair
value  on  stepped  acquisition  of  CDN$16,098,000.

     The Company has recorded a gain on bargain purchase of CDN$24,626,130 which
is  disclosed  separately  on the consolidated statement of operations. The gain
represents the excess of the fair value of the net assets acquired over (i) fair
value  of the non controlling interest; (ii) fair value of the equity investment
held prior to acquisition; and, (iii) the cash consideration paid. Subsequent to
acquiring  a  majority  interest  in Acadian, the Company acquired an additional
16.001%  interest  for  CDN$5  million which resulted in the Company's ownership
interest in Acadian being increased from 52.764% to 68.765%. As a result of this
additional  investment,  the  Company  recorded  a  credit to Additional Paid-In
Capital  of  CDN$9,203,832. The Company entered into the a fixed price agreement
with Acadian in early 2009 to subscribe CDN$10 million for a 68.765% interest in
Acadian,  at  a  time when the world stock markets were at a low point given the
world  economic  crisis  at  that  time.  The  transaction  contemplated several
closings and was subject to several pre-conditions including approval by TSX and
due  diligence.  Between  the  time  of  entering  into  the  agreement  and the
acquisition  date,  world  economic  conditions have improved, metal prices have
increased  significantly  and world stock markets have rallied. This resulted in
significantly  higher  fair  values  for  the  assets of Acadian compared to the
values at the time the agreement was entered into. Furthermore, Acadian was in a
distressed  state  at  the  time  the  agreement  was  entered  into.

     The  profit  before  income  tax  and  equity  in  profits/(losses)  of
non-consolidated  entities  for  the  nine  months  ended  March  31,  2010  was
CDN$35,904,000  compared  to  a loss for the nine months ended March 31, 2009 of
CDN$626,000.

     As  noted  above, the Company held a 19.89% interest in Acadian at June 30,
2009  which increased to 52.764% at July 31, 2009. The Company accounted for its
19.89% interest in Acadian for the month of July 2009 using the equity method of
accounting.  Further,  the  Company via Acadian, held a 29.18% interest in Royal
Roads Corp which is also accounted for using the equity method of accounting and
its share of the loss of the non-consolidated entities for the nine months ended
March  31,  2010  was  CDN$234,000  (2009:  $nil).

     The  profit  before income tax for the nine months ended March 31, 2010 was
CDN$36,138,000  compared  to  a loss for the nine months ended March 31, 2009 of
CDN$626,000.

     The Company has recorded a provision for tax of CDN$13,486,000 for the nine
months  ended  March 31, 2010 compared to a provision for tax of CDN$nil for the
nine  months  ended  March  31, 2009, as a result of the acquisition of majority
interest  in  Acadian.

     The  net profit was CDN$22,652,000 for the nine months ended March 31, 2010
compared  to a net loss of CDN$626,000 for the nine months ended March 31, 2009.
The  share  of the loss attributable to the non-controlling interests of Acadian
amounted to CDN$1,713,000, for which there was no comparable amount in 2009. The
net  profit  attributable  to  Golden  River  Resources stockholders amounted to
CDN$24,365,000  for  the nine months ended March 31, 2010 compared to a net loss
of  CDN$626,000  for  the  nine  months  ended  March  31,  2009.

Liquidity and Capital Resources

     For  the  nine  months  ended  March  31,  2010, net cash used by operating
activities  was  CDN$4,381,000  primarily  consisting  of  the  net  profit  of
CDN$24,365,000;  adjustment  to  fair  value  on  stepped  acquisition  of
CDN$16,098,000;  gain  on  bargain  purchase  of  CDN$24,626,000;  provision for
deferred  tax  of  CDN$13,486,000;  an  decrease in accounts payable and accrued
expenses  of CDN$662,000; net cash used in investing activities of CDN$7,585,000
being  the  net cost of the additional investment in Acadian to 68.765%; and net
cash  provided  by  financing  activities of CDN$12,058,000 being funds from the
sale  of  common  stock  of  CDN$10,764,000;  borrowings  from  affiliates
CDN$5,178,000;  repayment  to  affiliates CDN$3,166,000; re-purchase of warrants
CDN$579,000  and  repayment  of  borrowings  CDN$139,000.

     As  of  March  31,  2010,  the  Company  had  short-term  obligations  of
CDN$5,321,000  comprising  accounts  payable  and  accrued  expenses,  lease
liabilities  and  a  note  payable.

     We  have  CDN$101,000  in  cash  at  March  31,  2010.

     The  Company  has  been  funding  its  investment  in its controlled entity
through the issuance of common stock, including CDN$10 million raised during the
nine  months  period  ended  March  31,  2010.

                                       21
<PAGE>

     The  Company will be required to raise further cash to fund its exploration
activities  in  2010 and for working capital purposes. In addition, Acadian will
be  required  to  raise  further cash to fund its exploration activities and for
working capital purposes and this may be raised through equity or debt. This may
require  Golden River Resources to participate in an equity raising or providing
debt  financing  to  Acadian.

     We  are  currently investigating capital raising opportunities which may be
in  the  form  of  either equity or debt, to provide funding for working capital
purposes  and future exploration programs. There can be no assurance that such a
capital  raising  will  be  successful, or that even if an offer of financing is
received  by  the  Company,  it  is  on  terms  acceptable  to  the  Company.

Cautionary Safe Harbor Statement under the United States Private Securities
Litigation Reform Act of 1995.

     Certain  information  contained  in  this  Form  10-Q's  forward  looking
information  within the meaning of the Private Securities Litigation Act of 1995
(the "Act").  In order to obtain the benefits of the "safe harbor" provisions of
the  act  for  any  such  forwarding  looking  statements, the Company wishes to
caution  investors  and  prospective  investors  about significant factors which
among  others  have  affected the Company's actual results and are in the future
likely  to  affect  the  Company's  actual  results  and  cause  them  to differ
materially  from  those  expressed in any such forward looking statements.  This
Form  10-Q  report  contains  forward  looking  statements  relating  to  future
financial  results.  Actual results may differ as a result of factors over which
the  Company  has  no  control  including,  without  limitation,  the  risks  of
exploration  and  development  stage projects, political risks of development in
foreign  countries,  risks  associated  with  environmental and other regulatory
matters,  mining  risks  and  competition  and the volatility of gold and copper
prices,  movements  in  the  foreign  exchange  rate  and  the  availability  of
additional  financing for the Company. Additional information which could affect
the  Company's  financial results is included in the Company's Form 10-K on file
with  the  Securities  and  Exchange  Commission.

Item  3.     Quantitative  and  Qualitative  Disclosures  About  Market  Risk.

     At  March  31,  2010,  the  Company  had  no  outstanding  loan facilities.

Item  4.     Controls  and  Procedures.

     a)  Evaluation  of  Disclosure  Controls  and  Procedures

     Our  principal  executive  officer  and  our  principal  financial  officer
evaluated  the  effectiveness  of  our  disclosure  controls  and procedures (as
defined  in  Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934
as  amended)  as  of the end of the period covered by this report. Based on that
evaluation,  such  principal  executive  officer and principal financial officer
concluded  that,  the Company's disclosure control and procedures were effective
as  of  the  end of the period covered by this report at the reasonable level of
assurance.

     b)  Change  in  Internal  Control  over  Financial  Reporting

     No  change in our internal control over financial reporting occurred during
our  most  recent  fiscal quarter that has materially affected, or is reasonably
likely  to  materially  affect  our  internal  control over financial reporting.

     c)  Other

     We  believe  that  a  controls  system,  no  matter  how  well designed and
operated, can not provide absolute assurance that the objectives of the controls
system  are  met,  and  no evaluation of controls can provide absolute assurance
that  all  control  issues and instances of fraud, if any, within a company have
been  detected.  Therefore,  a  control system, no matter how well conceived and
operated,  can  provide  only  reasonable,  not  absolute,  assurance  that  the
objectives  of  the  control  system  are  met.  Our  disclosure  controls  and
procedures  are  designed  to provide such reasonable assurance of achieving our
desired  control  objectives,  and our principal executive officer and principal
financial  officer  have  concluded,  as  of March 31, 2010, that our disclosure
controls  and  procedures  were  effective in achieving that level of reasonable
assurance.

                                       22
<PAGE>

                          PART II - OTHER INFORMATION

Item 1.     Legal Proceedings.

Not Applicable

Item 1A.     Risk Factors.

Not Applicable for Smaller Reporting Company

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds.

Not Applicable

Item 3.     Defaults Upon Senior Securities.

Not Applicable

Item 4.     Removed and Reserved.

Not Applicable

Item 5.     Other Information.

Not Applicable

Item 6.     Exhibits.

(a)     Exhibit No.     Description

        31.1            Certification of Chief Executive Officer required by
                        Rule 13a-14(a)/15d-14(a) under the Exchange Act

        31.2            Certification of Chief Financial Officer required by
                        Rule 13a-14(a)/15d-14(a) under the Exchange Act

        32.1            Certification of Chief Executive Officer pursuant to 18
                        U.S.C. Section 1350, as adopted pursuant to Section 906
                        of Sarbanes-Oxley act of 2002

        32.2            Certification of Chief Financial Officer pursuant to 18
                        U.S.C. Section 1350, as adopted pursuant to Section 906
                        of Sarbanes-Oxley act of 2002

                                       23
<PAGE>
                                  (FORM 10-Q)

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.

                                  Golden River Resources Corporation

                                  By:       /s/ Joseph I. Gutnick

                                            Joseph I. Gutnick
                                            Chairman of the Board, President and
                                            Chief Executive Officer
                                            (Principal Executive Officer)

                                  By:       /s/ Peter Lee

                                            Peter Lee
                                            Director, Secretary and
                                            Chief Financial Officer
                                            (Principal Financial Officer)

                                  Dated: May 14, 2010

                                       24
<PAGE>

                                 EXHIBIT INDEX


Exhibit No.     Description
-----------     -----------

31.1            Certification of Chief Executive Officer required by
                Rule 13a-14(a)/15d-14(a) under the Exchange Act

31.2            Certification of Chief Financial Officer required by
                Rule 13a-14(a)/15d-14(a) under the Exchange Act

32.1            Certification of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 906
                of Sarbanes-Oxley act of 2002

32.2            Certification of Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 906
                of Sarbanes-Oxley act of 2002


                                       25