================================================================================
                                  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, 2009
                                       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 2866
              (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).
                                                                  |X| Yes |_| No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common  stock,  as of  the  latest  practicable  date.  There  were  126,711,630
outstanding  shares  of  Common  Stock  as of May 5,  2009.  (Does  not  include
10,000,000  shares of common  stock that are issuable  upon  exercise of Special
Warrants, without the payment of any additional consideration.)

              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
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<PAGE>

Table Of Contents

                                                                         PAGE NO
                                                                         -------
PART I.       FINANCIAL INFORMATION

Item 1        Financial Statements                                             2
Item 2        Management's Discussion and Analysis or Plan of Operations      15
Item 3        Quantitative and Qualitative Disclosure about Market Risk       17
Item 4        Controls and Procedures                                         18

PART II       OTHER INFORMATION

Item 1        Legal Proceedings                                               19
Item 1A       Risk Factors                                                    19
Item 2        Unregistered Sales of Equity Securities and Use of Proceeds     19
Item 3        Defaults Upon Senior Securities                                 19
Item 4        Submission of Matters to a Vote of Security Holders             19
Item 5        Other Information                                               19
Item 6        Exhibits                                                        19


SIGNATURES                                                                    20

EXHIBIT INDEX                                                                 21

Exh. 10.1     Subscription agreement for common shares in Acadian Mining
              Corporation.                                                    22
Exh. 31.1     Certification                                                   53
Exh. 31.2     Certification                                                   55
Exh. 32.1     Certification                                                   57
Exh. 32.2     Certification                                                   58

                                                                               1
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Introduction to Interim Financial Statements.

     The interim  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 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  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, 2008.

     The 2008  financial  statements  have  been  restated  to  reflect  certain
adjustments  resulting  from the valuation of the Company's  stock option grants
(refer to Note 2).

     In the  opinion  of  management,  all  adjustments,  consisting  of  normal
recurring adjustments and consolidating entries, necessary to present fairly the
financial  position of the Company and  subsidiaries  as of March 31, 2009,  the
results of its operations for the three month and nine month periods ended March
31, 2009 and March 31, 2008 and for the period  July 1, 2002  through  March 31,
2009,  and the changes in its cash flows for the nine month  periods ended March
31, 2009 and March 31, 2008 and for the period  July 1, 2002  through  March 31,
2009, have been included.  The results of operations for the interim periods are
not necessarily indicative of the results for the full year.

     The  preparation  of 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.

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

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

                                                        March 31, 2009     June 30, 2008
                                                            A$000's            A$000's
                                                          (Unaudited)

ASSETS

Current Assets
Cash                                                                  $33               $8
Receivables                                                            16               30
                                                        ----------------------------------

Total Current Assets                                                   49               38
                                                        ----------------------------------

Non-Current Assets
Deposit on acquisition                                              1,171                -
                                                        ----------------------------------

Total Non-Current Assets                                            1,171                -
                                                        ----------------------------------

Total Assets                                                       $1,220              $38
                                                        ==================================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts Payable and Accrued Expenses                                $722             $711
Short Term Advance - Affiliate                                        332                -
                                                        ----------------------------------

Total Current Liabilities                                           1,054              711
                                                        ----------------------------------

Non-Current Liabilities
Loan - related party                                                  650                -
                                                        ----------------------------------

Total Non-Current Liabilities                                         650                -
                                                        ----------------------------------

Total Liabilities                                                   1,704              711
                                                        ----------------------------------

Commitments and Contingencies (Notes 10 and 11)

Stockholders' Equity (Deficit):
Common Stock: $.0001 par value
200,000,000 shares authorized,
126,714,130 and 26,714,130 issued                                      18                 3
Additional Paid-in-Capital                                         37,368           36,462
Less Treasury Stock at Cost, 2,500 shares                             (20)             (20)
Accumulated Other Comprehensive Loss                                   (7)              (9)
Retained Deficit during exploration stage                         (11,441)         (10,707)
Retained Deficit prior to exploration stage                       (26,402)         (26,402)
                                                        ----------------------------------

Total Stockholders' Equity (Deficit)                                 (484)            (673)
                                                        ----------------------------------


Total Liabilities and Stockholders' Equity (Deficit)               $1,220              $38
                                                        ==================================
</TABLE>
See Notes to Consolidated Financial Statements

                                                                               3
<PAGE>
<TABLE>
<CAPTION>
<S>                                                               <C>             <C>             <C>            <C>             <C>
               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                      Consolidated Statements of Operations
 Three and Nine Months Ended March 31, 2009 and 2008 and for the cumulative period
      July 1, 2002 (inception of exploration activities) to March 31, 2009
                                   (Unaudited)

                                                                               Three
                                                               Three          Months           Nine     Nine Months         July 1,
                                                              Months           Ended          Months          Ended            2002
                                                               Ended       March 31,           Ended      March 31,              to
                                                           March 31,            2008       March 31,           2008       March 31,
                                                                2009         A$000's            2009        A$000's            2009
                                                             A$000's        restated         A$000's       restated         A$000's

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

Costs and Expenses:

Stock Based Compensation                                          34              86             166            303           2,868
Exploration Expenditure                                           47              38             130             93           3,486
Loss on Disposal of Equipment                                      -               -               -              -               1
Interest Expense, net                                              1               -               1              -             424
Legal, Accounting and Professional                               204              15             270             46             970
Administrative                                                    38             111             119            385           3,527
                                                      --------------- --------------- --------------- -------------- ---------------

                                                                 324             250             686            827          11,276

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

(Loss) from Operations                                          (324)           (250)           (686)          (827)        (11,276)
Foreign Currency Exchange Gain (Loss)                            (31)              -             (56)            (4)           (181)
Other Income:
Interest - net, related entity                                     -               -               -              -               5
         - other                                                   1               -               8              -              11
                                                      --------------- --------------- --------------- -------------- ---------------

(Loss) before Income Tax                                        (354)           (250)           (734)          (831)        (11,441)

Provision for Income Tax                                           -               -               -              -               -
                                                      --------------- --------------- --------------- -------------- ---------------

Net (Loss)                                                      (354)           (250)           (734)          (831)        (11,441)

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

Basic net (Loss) Per Common Equivalent Shares                 $(0.00)         $(0.01)         $(0.01)        $(0.02)         $(0.42)

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

Weighted Number of Common                                    136,714          36,714          77,955         36,714          27,138
Equivalent Shares Outstanding (000's)
                                                      --------------- --------------- --------------- -------------- ---------------
</TABLE>
See Notes to Consolidated Financial Statements

                                                                               4
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                 <C>                <C>             <C>
               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                         Consolidated Statements of Cash
  Flows Nine Months Ended March 31, 2009 and 2008 and for the cumulative period
      July 1, 2002 (inception of exploration activities) to March 31, 2009
                                   (Unaudited)

                                                                                       2008       July 1, 2002
                                                                    2009            A$000's    to Mar 31, 2009
                                                                 A$000's           restated            A$000's
CASH FLOWS FROM OPERATING ACTIVITIES

Net (Loss)                                                          (734)              (831)           (11,441)

Adjustments to reconcile net (loss) to net cash (used)
in Operating Activities
Foreign Currency Exchange Loss                                        31                  4                133
Depreciation of Plant and Equipment                                    -                  -                 27
Stock based compensation                                             166                303              2,868
Accrued interest added to principal                                    -                  -                184
Net Change in:
Receivables                                                           14               (112)               (16)
Staking Deposit                                                        -                  -                 23
Prepayments and Deposits                                               -                  1                  -
Accounts Payable and Accrued Expenses                                 11                300                232
                                                         ---------------- ------------------ ------------------

Net Cash  (Used) in Operating Activities                            (512)              (335)            (7,990)
                                                         ---------------- ------------------ ------------------

CASH FLOW FROM INVESTING ACTIVITIES

Deposit on acquisition                                            (1,171)                 -             (1,171)
Purchase of Plant and Equipment                                        -                 (2)               (27)
                                                         ---------------- ------------------ ------------------

Net Cash (Used) in Investing Activities                           (1,171)                (2)            (1,198)
                                                         ---------------- ------------------ ------------------

CASH FLOW PROVIDED BY FINANCING ACTIVITIES

Net Borrowings from Affiliates                                         -                  -              1,031
Sale of Shares / Warrants (net)                                      755                  -              5,066
Proceeds from Loan Payable                                           982                  -              3,255
                                                         ---------------- ------------------ ------------------

Net Cash Provided by Financing Activities                          1,737                  -              9,352
                                                         ---------------- ------------------ ------------------

Effects of Exchange Rate on Cash                                     (29)                (3)              (132)
                                                         ---------------- ------------------ ------------------

Net Increase (decrease) in Cash                                       25               (340)                32

Cash at Beginning of Period                                            8                349                  1
                                                         ---------------- ------------------ ------------------

Cash at End of Period                                                 33                  9                 33
                                                         ---------------- ------------------ ------------------

Supplemental Disclosures
Interest Paid                                                          -                  -                363

NON CASH FINANCING ACTIVITY
Debt repaid through issuance of shares                                 -                  -              6,156
Stock Options recorded as Deferred Compensation                        -                  -              1,342
</TABLE>

See Notes to Consolidated Financial Statements

                                                                               5
<PAGE>
<TABLE>
<CAPTION>
<S>          <C> <C>               <C>          <C>    <C>     <C>                    <C>                                  <C>
               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)
                                 March 31, 2009
                          and for the cumulative period
      July 1, 2002 (inception of exploration activities) to March 31, 2009
                                   (Unaudited)

                                                                           Retained
                                                                          (Deficit)    Retained           Accumulated
                                                                            (during   (Deficit)                  Other
                                            Common  Treasury Additional        the   (prior to   Deferred      Compre-
                                             Stock Stock, at    Paid-in Exploration Exploration    Compen-     hensive
                                  Shares    Amount      Cost    Capital      stage)      stage)     sation        Loss        Total
                              -----------------------------------------------------------------------------------------------------
                                   000's   A$000's   A$000's    A$000's     A$000's     A$000's    A$000's     A$000's      A$000's

Balance June 30, 2002              6,347        $1     $(20)   $25,175           -    $(26,402)         -           -      $(1,246)
Net loss                               -         -        -          -       $(681)          -          -           -         (681)
                              -----------------------------------------------------------------------------------------------------
Balance June 30, 2003              6,347        $1     $(20)   $25,175       $(681)   $(26,402)         -           -      $(1,927)
Issuance of 1,753,984 shares
 and warrants in lieu of debt
 repayment                         1,754         -        -     $2,273           -           -          -           -       $2,273
Sale of 1,670,000 shares and
 warrants                          1,670         -        -     $2,253           -           -          -           -       $2,253
Issuance of 6,943,057 shares
 on cashless exercise of
 options                           6,943        $1        -        $(1)          -           -          -           -            -
Net unrealized loss on foreign
 exchange                              -         -        -          -           -           -          -         $(9)         $(9)
Net (loss)                             -         -        -          -     $(1,723)          -          -           -      $(1,723)
                              -----------------------------------------------------------------------------------------------------
Balance June 30, 2004             16,714        $2     $(20)   $29,700     $(2,404)   $(26,402)         -         $(9)        $867
Issuance of 1,400,000 options
 under 2004 stock option plan          -         -        -     $1,720           -           -    $(1,720)          -            -
Amortization of 1,400,000
 options under 2004 stock
 option plan                           -         -        -          -           -           -     $1,144           -       $1,144
Net unrealized gain on foreign
 exchange                              -         -        -          -           -           -          -          $6           $6
Net/(loss)                             -         -        -          -     $(3,367)          -          -           -      $(3,367)
                              -----------------------------------------------------------------------------------------------------
Balance June 30, 2005 (Note 2)    16,714        $2     $(20)   $31,420     $(5,771)   $(26,402)     $(576)        $(3)     $(1,350)
</TABLE>
See Notes to Consolidated Financial Statements

                                                                               6
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                <C>                                  <C>
               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)
                                 March 31, 2009
                          and for the cumulative period
      July 1, 2002 (inception of exploration activities) to March 31, 2009
                              (Unaudited) Continued

                                                                            Retained     Retained            Accumulated
                                                                            (Deficit)   (Deficit)                   Other
                                         Common      Treasury  Additional(during the   (prior to   Deferred       Compre-
                                           Stock    Stock, at     Paid-in Exploration Exploration    Compen-      hensive
                                  Shares  Amount         Cost     Capital      stage)      stage)     sation         Loss      Total
                              ------------------------------------------------------------------------------------------------------
                                   000's A$000's      A$000's     A$000's     A$000's     A$000's    A$000's      A$000's    A$000's

To eliminate deferred
 compensation against Paid-In
 Capital                               -         -         -       $(576)          -           -        $576           -          -
Issuance of 10,000,000 shares
 and 20,000,000 options in
 lieu of debt repayment           10,000        $1         -      $3,882           -           -           -           -     $3,883
Capital gain on shares and
 options issued in lieu of
 debt repayment                        -         -         -     $(1,883)          -           -           -           -    $(1,883)
Sale of 20,000,000 normal
 warrants                              -         -         -        $997           -           -           -           -       $997
Sale of 10,000,000 special
 warrants                              -         -         -      $1,069           -           -           -           -     $1,069
Amortization of 1,400,000
 options under 2004 stock
 option plan                           -         -         -         597           -           -           -           -        597
Net unrealized loss on foreign
 exchange                              -         -         -           -           -           -           -         $(8)       $(8)
Net (loss)                             -         -         -           -     $(1,694)          -           -           -    $(1,694)
                              ------------------------------------------------------------------------------------------------------
Balance June 30, 2006 (Note 2)    26,714        $3      $(20)    $35,466     $(7,465)   $(26,402)         $-        $(11)    $1,571
Costs associated with sale of
 normal and special warrants           -         -         -         $(5)          -           -           -           -        $(5)
Amortization of 1,400,000
 options under 2004 stock
 option plan                           -         -         -         $20           -           -           -           -        $20
Amortization of 4,650,000
 options under 2006 stock
 option plan                           -         -         -        $593           -           -           -           -       $593
Net unrealized loss on foreign
 exchange                              -         -         -           -           -           -           -          $5         $5
Net (loss)                             -         -         -           -     $(2,097)          -           -           -    $(2,097)
                              ------------------------------------------------------------------------------------------------------
Balance June 30, 2007 (Note 2)    26,714        $3      $(20)    $36,074     $(9,562)   $(26,402)         $-         $(6)       $87
</TABLE>
See Notes to Consolidated Financial Statements

                                                                               7
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                    <C>                                                     <C>
               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)
                                 March 31, 2009
                          and for the cumulative period
      July 1, 2002 (inception of exploration activities) to March 31, 2009
                              (Unaudited) Continued

                                                                              Retained     Retained
                                                                              (Deficit)   (Deficit)        AccumulatedOther
                                           Common     Treasury   Additional(during the   (prior to Deferred         Compre-
                                             Stock   Stock, at      Paid-in Exploration Exploration Compen-         hensive
                                  Shares    Amount        Cost      Capital      stage)      stage)  sation            Loss    Total

                                   000's   A$000's     A$000's      A$000's     A$000's     A$000's A$000's         A$000's  A$000's

Amortization of 4,650,000
 options under 2006 stock
 option plan                           -         -          -          $388          -           -        -              -     $388
Net unrealized loss on foreign
 exchange                              -         -          -             -          -           -        -            $(3)     $(3)
Net (loss)                             -         -         --             -    $(1,145)          -        -              - $(1,1455)
                              ------------------------------------------------------------------------------------------------------
Balance June 30, 2008             26,714        $3       $(20)      $36,462   $(10,707)   $(26,402)      $-            $(9)   $(673)

Amortization of 4,650,000
 options under 2006 stock
 option plan                           -         -          -          $166          -           -        -              -     $166
Sale of 100,000,000 shares       100,000       $15          -          $740          -           -        -              -     $755
Net unrealized gain on foreign
 exchange                              -         -          -             -          -           -        -             $2       $2
Net (loss)                             -         -         --             -      $(734)          -        -              -    $(734)
                              ------------------------------------------------------------------------------------------------------
Balance March 31, 2009           126,714       $18       $(20)      $37,368   $(11,441)   $(26,402)      $-            $(7)   $(484)
                              ------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements

                                                                               8
<PAGE>
               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                                 March 31, 2009

(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 Mr JI
Gutnick  and Mrs S  Gutnick.  These  companies  owned  95.25%  of  Golden  River
Resources  as of March 31, 2009.  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.


(2) Adjustments and Restatement of Financial Statements
    ---------------------------------------------------

     The financial statements for the three and nine months ended March 31, 2008
have been restated to revise the Company's estimated fair value of certain stock
option grants.

     In October  2006,  the Company  granted  4,650,000  options under the Stock
Option Plan to the Company's  officers,  directors and consultants.  The Company
utilized  the  services  of an  external  valuer to  determine  the value of the
options using the binomial  option pricing model.  At the time, the market price
used in the binomial  option  pricing model was US$0.166  which was based on the
price that the Company had been able to conclude a private  placement and at the
time  believed  this to be the fair  value of the  shares of common  stock.  The
Company has now  determined  the market price  (US$0.30) of the shares of common
stock at the time of the issue of  options  as quoted on the OTCBB  should  have
been used in the binomial option pricing model.  The effect of the adjustment is
an increase  in  Stock-Based  Compensation  expense in the three and nine months
ended March 31, 2008 by approximately A$43,000 and A$153,000 respectively.

     In October  2004,  the Company  granted  1,400,000  options under the Stock
Option Plan to the Company's  officers,  directors and consultants.  The Company
has recorded an adjustment  to the  estimated  fair value of these options based
upon a  revision  to the  original  volatility  rate  used  in  the  fair  value
calculation. The effect of the adjustment is an increase in the opening retained
earnings   (deficit)  at  July  1,  2006  and  additional   paid-in  capital  by
approximately   A$1.1   million.   Such   adjustment  had  no  effect  on  total
stockholders' equity or the Company's cash flows, and has also been reflected in
the 2005 and 2006 statement of stockholders' equity included in the accompanying
consolidated financial statements.

     The effects of the above adjustments are as follows:

     Statement of operations for the three and nine months ended March 31, 2008
<TABLE>
<CAPTION>
<S>                          <C>              <C>             <C>           <C>              <C>            <C>
                        ---------------------------------------------- ----------------------------------------------
                               Three months end March 31, 2008                Nine months end March 31, 2008
                        ---------------------------------------------- ----------------------------------------------
                             As
                         previously     Adjustment to                  As previously    Adjustment to
                            filed          restate         Restated        filed           restate        Restated
                             A$               A$              A$             A$              A$              A$
                        -------------- ----------------- ------------- --------------- ---------------- -------------
Stock Based                  43               43              86            150              153            303
Compensation expense
Net (loss)                  (207)            (43)           (250)          (678)            (153)          (831)
Basic net (loss) per
Common Equivalent
Shares                     $(0.01)         $(0.00)         $(0.01)        $(0.02)          $(0.00)        $(0.02)
                        -------------- ----------------- ------------- --------------- ---------------- -------------
</TABLE>
                                                                               9
<PAGE>

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

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

     Included in payables at March 31, 2009 was  A$541,312  due to AXIS.  During
the nine  months  ended  March 31,  2009 and 2008,  AXIS  provided  services  in
accordance with the service  agreement of A$106,195 and A$360,871  respectively.
During the nine months ended March 31, 2009 and 2008, AXIS advanced Golden River
Resources A$125,500 and A$187,000  respectively which has been recorded as short
term  advance.,  During the nine months ended March 31, 2009 and 2008,  AXIS did
not charge interest and AXIS reversed A$6,525 of interest charged as at June 30,
2008. AXIS is affiliated through common management and ownership. 17. 18. During
the nine months  ended March 31,  2009,  Joseph  Gutnick  advanced  Golden River
Resources  A$1,258  which was  included in payables at March 31,  2009.  19. 20.
Effective  December 9, 2008,  Golden River Resources issued Fast Knight Nominees
Pty Ltd, a company associated with Mr J I Gutnick,  100,000,000 shares of Common
Stock  at  an  issue  price  of  US$0.005,  raising  US$500,000  (A$755,000)  in
additional  working  capital.  The issue price was based on market  price at the
time of the transaction.  There are no registration  commitments associated with
this issuance of shares.

     On March 16, 2009 Wilzed Pty Ltd, a company associated with Mr J I Gitnick,
advanced  the Golden River  Resources  A$650,000 as a long term loan in order to
facilitate the transaction with Acadian Mining Corporation (refer note 12). 23.

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

     In September  2006,  the FASB issued SFAS No. 157, Fair Value  Measurements
which  provides  enhanced  guidance  for using fair value to measure  assets and
liabilities.  SFAS No.  157  provides  a common  definition  of fair  value  and
establishes  a  framework  to make the  measurement  of fair value in  generally
accepted accounting principles more consistent and comparable. SFAS No. 157 also
requires expanded  disclosures to provide  information about the extent to which
fair  value  is  used  to  measure  assets  and  liabilities,  the  methods  and
assumptions used to measure fair value, and the effect of fair value measures on
earnings.  SFAS No. 157 is effective for financial  statements  issued in fiscal
years  beginning  after  November 15, 2007 and for interim  periods within those
fiscal years.  In February  2008, the FASB staff issued Staff Position No. 157-2
"Effective  date of FASB  Statement  No. 157" ("FSP FAS  157-2").  FSP FAS 157-2
delayed the effective date of FAS 157 for  nonfinancial  assets and nonfinancial
liabilities,  except for items that are recognised or disclosed at fair value in
the  financial  statements  on a  recurring  basis  ( at  least  annually).  The
provisions  of FSP FAS  157-2  are  effective  for  the  Company's  fiscal  year
beginning July 1, 2009. The adoption of this  interpretation  is not expected to
have a material impact on the Company's future reported  consolidated  financial
position or results of operations.

     In February  2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial  Assets and  Financial  Liabilities  - Including  an Amendment of FASB
Statement No. 115", which permits  companies to choose to measure many financial
instruments and certain other items at fair value. The provisions of FAS 159 are
effective  for the  Company's  fiscal  year which  commenced  July 1, 2008.  The
adoption of FAS 159 did not have a material impact on the Company's consolidated
financial position, results or operations or cash flows.

     In December 2007, the FASB issued SFAS No. 141(R),  "Business Combinations"
("SFAS  141(R)"),  which  replaces  SFAS 141.  SFAS 141(R)  requires  assets and
liabilities acquired in a business combination,  contingent  consideration,  and
certain  acquired  contingencies  to be  measured at their fair values as of the
date of acquisition.  SFAS 141(R) also requires that  acquisition-related  costs
and restructuring costs be recognized  separately from the business combination.
SFAS 141(R) is effective for fiscal years  beginning after December 15, 2008 and
will be effective  for business  combinations  entered into by the Company after
July 1, 2009.  The  Company is  currently  evaluating  the  potential  impact of
adopting  this  statement  on the  Company's  consolidated  financial  position,
results of operations or cash flows.

                                                                              10
<PAGE>

     In December 2007, the FASB issued SFAS No. 160,  "Noncontrolling  Interests
in Consolidated Financial Statements,  an Amendment of ARB No. 51" ("SFAS 160").
SFAS 160 clarifies the accounting for  noncontrolling  interests and establishes
accounting  and  reporting  standards  for  the  noncontrolling  interest  in  a
subsidiary,  including  classification  as a  component  of equity.  SFAS 160 is
effective for fiscal years  beginning  after December 15, 2008. The Company does
not currently have any minority interests.

     In March 2008,  the FASB issued FSAB  Statement No. 161  "Disclosure  about
Derivative  Instruments and Hedging  Activities-an  amendment of FASB statements
No. 133 ( "FAS 161") which provides  revised  guidance for enhanced  disclosures
about  how  and  why an  entity  uses  derivative  instruments,  how  derivative
instruments  and related  hedged items are  accounted for under FAS 133, and how
derivative  instruments  and  the  related  hedged  items  affect  and  entity's
financial position,  financial  performance and cash flows. FAS 161 is effective
for the Company's fiscal and interim periods  beginning after November 15, 2008.
The  Company  does not  currently  have any  derivative  instruments  and is not
involved in any hedging activities.

     In May 2008,  the FASB  issued  SFAS No. 162 "The  Hierarchy  of  Generally
Acceptable Accounting  Principles" ("SFAS 162"). SFAS 162 identifies the sources
of accounting  principles  and the framework for selecting the  principles to be
used in the  preparation of financial  statements of  non-governmental  entities
that are presented in conformity with generally accepted  accounting  principles
in the United  States.  This  statement is effective 60 days following the SEC's
approval of the Public  Company  Accounting  Oversight  Board  amendments  to AU
Section  411,  "The  Meaning  of Present  Fairly in  Conformity  with  Generally
Accepted Accounting Principles".  Although the Company will continue to evaluate
the  application  of SFAS 162, the Company does not believe the adoption of SFAS
162 will have a material impact on its consolidated financial statements.

(5) Comprehensive Income (Loss)
    ---------------------------

     The Company  follows SFAS No. 130 "Reporting  Comprehensive  Income" ("SFAS
130"). SFAS 130 requires a company to report comprehensive income (loss) and its
components in a full set of financial statements. Comprehensive income (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. Changes in unrealized foreign currency
gains or (losses)  during the nine months to March 31, 2009 and 2008 amounted to
A$2,000 and A$(3,000) respectively. Accordingly, comprehensive loss for the nine
months ended March 31, 2009 and 2008  amounted to  A$(561,000)  and  A$(834,000)
respectively.

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

     The accompanying  consolidated  financial  statements have been prepared in
conformity with generally  accepted  accounting  principles,  which  contemplate
continuation  of  Golden  River  Resources  as a  going  concern.  Golden  River
Resources 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  Golden River  Resources has  historically  relied on loans and
advances  from  corporations  affiliated  with the  President  of  Golden  River
Resources.  Based on discussions  with these affiliate  companies,  Golden River
Resources  believes this source of funding will continue to be available.  Other
than the arrangements noted above,  Golden River Resources has not confirmed any
other arrangement for ongoing funding. As a result Golden River Resources may be
required to raise funds by additional debt or equity  offerings in order to meet
its cash flow requirements during the forthcoming year.

     The  accumulated  deficit of the Company from  inception  through March 31,
2009 amounted to A$37,672,000 of which  A$11,270,000  has been  accumulated from
July 2002, the date the Company entered the Exploration Stage, through March 31,
2009.

(7) Income Taxes
    ------------

     Golden River Resources  should have carried forward losses of approximately
US$37.1  million as of June 30, 2008 which will expire in the year 2009  through
2028.  Golden  River  Resources  will need to file tax  returns  for those years
having losses on which returns have not been filed to establish the tax benefits
of the  net  operating  loss  carry  forwards.  Due to  the  uncertainty  of the
availability  and future  utilization of those  operating  loss carry  forwards,
management has provided a full valuation against the related tax benefit.

                                                                              11
<PAGE>

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

     The Company follows the provisions of SFAS No.123(R),  Share-Based payment,
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 1/2 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 A$1,744,800 (US$1,352,820)
and such amount was amortized  over the vesting  period.  At March 31, 2009, 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, 2009 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 A$1,406,287  (US$1,060,200)  and is being amortized over the
vesting  periods.  For the three and nine  months  ended  March  31,  2009,  the
amortization amounted to A$34,409 and A$166,667 respectively and no options were
forfeited.  At March 31, 2009, the remaining value of the  unamortized  deferred
compensation of these 4,050,000 outstanding options amounted to A$76,845.

                                                                              12
<PAGE>

     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, 2009 are
as follows:

                             Outstanding              Exercisable
Number of options              4,050,000                2,700,000
Exercise price                  US$0.308                 US$0.308
Expiration date         October 19, 2016         October 19, 2016

(9) Loss per share
    --------------

     Basic (loss) per share is computed based on the weighted  average number of
common  shares  outstanding  during the period.  Dilutive loss per share has not
been presented as the effects of common stock equivalents are anti-dilutive. The
Company has on issue  10,000,000  special  warrants which are exercisable at any
time until expiration and for no consideration.  However, there is a restriction
in the  subscription  agreement  that does not allow the  Company  to  process a
warrant exercise notice if the holder (and its associates)  would hold more than
9.99% of the shares of common stock unless the holder  provides the Company with
61 days prior notice in which case the holder can exercise the entire 10,000,000
warrants.  Accordingly,  the Company has included  10,000,000 shares issuable by
exercise of the special  warrants in the  weighted  number of common  equivalent
shares outstanding.

Earnings per share

     The  Company  calculates  loss per share in  accordance  with SFAS No. 128,
"Earnings per Share".

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

                                                 Nine months ended
                                                      March 31
                                                  2009         2008
Weighted average shares                          000's        000's

Outstanding  - basic                             67,955       26,714
             - Warrants                          10,000       10,000
                                           ------------ ------------

Weighted average shares outstanding              77,955       36,714
                                           ============ ============

     The options to purchase  4,850,000  shares of common stock are not included
in the earnings per share computation as such amounts would be anti-dilutive.

(10) Contingent Liability
     --------------------

     The Company has received an invoice from a corporation  that  conducted the
pegging  of the  claims in Canada on behalf of the  Company.  A number of claims
that were  pegged were not  ultimately  issued to the Company due to a number of
errors by the pegging company.  The Company had advised the pegging company that
it does not  believe any further  payments  are due to the pegging  company as a
result of the  economic  loss  incurred by Golden River  Resources.  The Company
believes  that if it is  unsuccessful  in  defending  any claim  that is brought
against it, the maximum potential liability is CDN$59,000 (A$66,218). No accrued
liability has been recorded in the accompanying  financial statement pending the
ultimate disposition of this matter.

                                                                              13
<PAGE>

(11) 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.
The issuance of 3,000,000 shares of common stock has not been brought to account
in the financial statements as the final agreements have not yet been executed.

(12) Events Subsequent to Balance Date
     ---------------------------------

     On March 17, 2009 the Company  reached an  agreement  with  Acadian  Mining
Corporation   (TSX:  ADA)  ("Acadian")  to  subscribe  in  a  private  placement
transaction  for up to 338,111,334  common shares in Acadian for aggregate gross
investment of up to CDN$10 million (A$12 million).  The Offering is contemplated
to close in several  tranches and is subject to  satisfactory  due  diligence by
Golden River.  If the due diligence is  satisfactory  and Golden River proceeds,
following  closing  of all  tranches,  Golden  River  will  hold  68.45%  of the
outstanding  common  stock of  Acadian.  In March 2009,  the  Company  deposited
CDN$1,000,000  (A$1,199,616)  in trust with the attorney's for Arcadian in order
to pay for the initial investment.

     The Company received regulatory approval from the TSX for the issue of 9.9%
of shares in Acadian to Golden  River as the first  tranche  and a  subscription
agreement  for common  shares in Acadian was executed by the Company and Acadian
issued  approximately  17 million  shares to Golden River  pursuant to same. The
closing  of the first  tranche,  for an  aggregate  of  CDN$447,457  ($A536,777)
occurred on April 3, 2009.

     The second tranche of CDN$552,543 (A$662,839)(21,058,129 shares) is subject
only to receipt of the required regulatory approvals,  including the approval of
the Toronto Stock  Exchange  ("TSX") and is expected to occur in May 2009.  Upon
completion of closing of the first two tranches, Golden River will hold 19.9% of
the  outstanding  common  stock of Acadian and will be entitled to nominate  one
member to the board of directors of Acadian.

     The  remaining  CDN$9  million  (A$10,8  million) of the private  placement
transaction  (300,000,000  shares at C$0.03 per share) will close 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 Golden River.  Acadian
will seek approval from its  shareholders at its next annual meeting.  Notice of
the meeting  and  supporting  documents  will be mailed to  shareholders  in the
coming weeks.  In the event that the  conditions  precedent to the final tranche
are not satisfied by July 1, 2009,  then neither party will have any  obligation
to complete the balance of the private placement.

     Upon completion of the CDN$10.0  million (A$12 million)  private  placement
transaction,  the board of directors of Acadian will be comprised of six members
- three nominees of each of Golden River and Acadian.

     The proceeds of the private placement transaction are to be used by Acadian
for operational overheads,  the advancement of Acadian's gold properties and the
discharge  of the  creditor's  of  Acadian's  wholly-owned  subsidiary,  ScoZinc
Limited,  all in  accordance  with a plan and  budget to be  approved  by Golden
River.

                                                                              14
<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 Australian  dollars  unless  otherwise
stated.

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

        9 months ended March 31, 2008 A$1.00 = US$0.9178
        9 months ended March 31, 2009 A$1.00 = US$0.6835
        9 months ended March 31, 2008 A$1.00 = CDN$0.9390
        9 months ended March 31, 2009 A$1.00 = CDN$0.8541

RESULTS OF OPERATION

Three Months Ended March 31, 2009 vs. Three Months Ended March 31, 2008.

     Costs and expenses increased from A$250,000 in the three months ended March
31, 2008 to A$324,000 in the three  months ended March 31, 2009.  The  Company's
financial  statements  are prepared in Australian  dollars (A$). A number of the
costs  and  expenses  of the  Company  are  incurred  in US$  and  CDN$  and the
conversion  of these costs to A$ means that the  comparison  of the three months
ended  March 31, 2009 to the three  months  ended March 31, 2008 does not always
present a true comparison.

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

     a)   an  increase  in  legal,  accounting  and  professional  expense  from
          A$15,000 for the three  months  ended March 31, 2008 to A$204,000  for
          the three months ended March 31, 2009,  primarily as a result of costs
          associated  with  the  Company's  SEC  compliance  obligations,  stock
          transfer agent costs,  audit fees and due diligence  costs incurred in
          relation to the proposed investment in Acadian.

     b)   a decrease in administrative  costs including  salaries from A$111,000
          in the three  months  ended  March 31,  2008 to  A$38,000 in the three
          months  ended March 31,  2009,  primarily as a result of a decrease in
          the cost of services  provided by AXIS in accordance  with the service
          agreement.

     c)   an increase in the exploration  expenditure  expense from A$38,000 for
          the three months ended March 31, 2008 to A$47,000 for the three months
          ended March 31, 2009. No field  exploration was undertaken  during the
          quarters  ended March 31, 2008 and March 31,  2009.  The costs for the
          quarters ended March 31, 2008 and March 31, 2009 relate to consultants
          providing exploration reviews and advice.

     d)   a decrease in stock based  compensation  from  A$86,000  for the three
          months  ended March 31, 2008 to A$34,000  for the three  months  ended
          March 31,  2009 as a result of a  decrease  in the  number of  options
          outstanding  combined  with a number of options  being fully  expensed
          prior to the  current  period.  See Note 8  concerning  the  Company's
          outstanding stock options.

     As a result of the  foregoing,  the loss  from  operations  increased  from
A$250,000  for the three months ended March 31, 2008 to A$324,000  for the three
months ended March 31, 2009.

     The Company recorded a foreign  currency  exchange loss of A$31,000 for the
three months ended March 31, 2009 compared to a foreign  currency  exchange gain
of A$nil for the three months ended March 31, 2008, primarily as a result of the
revaluation of the deposit on acquisition of CDN$1,000,000.

     Other income  increased from A$nil in the three months ended March 31, 2008
to A$1,000 in the three months ended March 31, 2009.

                                                                              15
<PAGE>

     The net loss was  A$354,000  for the three  months  ended  March  31,  2009
compared to a net loss of A$250,000 for the three months ended March 31, 2008.

Nine Months Ended March 31, 2009 vs. Nine Months Ended March 31, 2008.

     Costs and expenses  decreased from A$827,000 in the nine months ended March
31, 2008 to A$686,000 in the nine months  ended March 31,  2009.  The  Company's
financial  statements  are prepared in Australian  dollars (A$). A number of the
costs  and  expenses  of the  Company  are  incurred  in US$  and  CDN$  and the
conversion  of these  costs to A$ means that the  comparison  of the nine months
ended  March 31,  2009 to the nine  months  ended March 31, 2008 does not always
present a true comparison.

     The decrease in expenses is a net result of:

     a)   an  increase  in  legal,  accounting  and  professional  expense  from
          A$46,000 for the nine months ended March 31, 2008 to A$270,000 for the
          nine months ended March 31, 2009.  For the nine months ended March 31,
          2009,  there was an increase costs  associated  with the Company's SEC
          compliance   obligations,   stock  transfer  agent  expenses  and  due
          diligence  costs  incurred in relation to the proposed  investment  in
          Acadian.

     b)   a decrease in administrative  costs including  salaries from A$385,000
          in the nine  months  ended  March 31,  2008 to  A$119,000  in the nine
          months ended March 31, 2009 primarily as a result of a decrease in the
          cost of  services  provided  by AXIS in  accordance  with the  service
          agreement.

     c)   an increase in the exploration  expenditure  expense from A$93,000 for
          the nine months ended March 31, 2008 to A$130,000  for the nine months
          ended March 31,  2009  primarily  as a result of the costs  related to
          consultants   providing  exploration  reviews  and  advice.  No  field
          exploration was completed  during the nine months ended March 31, 2008
          and 2009.

     d)   a decrease in stock based  compensation  from  A$303,000  for the nine
          months  ended March 31, 2008 to  A$166,000  for the nine months  ended
          March 31,  2009 as a result of the  decrease  in the number of options
          outstanding  combined with the number of options being fully  expensed
          prior to the  current  period.  See Note 8  concerning  the  Company's
          outstanding stock options.

     As a result of the  foregoing,  the loss  from  operations  decreased  from
A$827,000  for the nine months  ended March 31, 2008 to  A$686,000  for the nine
months ended March 31, 2009.

     Other income  increased  from A$nil in the nine months ended March 31, 2008
to A$8,000 in the nine months ended March 31, 2009.

     The Company recorded a foreign  currency  exchange loss of A$56,000 for the
nine months ended March 31, 2009,  compared to A$4,000 for the nine months ended
March 31,  2008  primarily  as a result of the  revaluation  of the  deposit  on
acquisition of CDN$1,000,000.

     The net loss was  A$734,000  for the nine  months  ended  March  31,  2009,
compared to a net loss of A$831,000 for the nine months ended March 31, 2008.

Liquidity and Capital Resources

     For the nine  months  ended  March 31,  2009,  net cash  used in  operating
activities  was  A$512,000  primarily  consisting  of the net loss of A$734,000;
offset by a decrease in receivables of A$14,000, an increase in accounts payable
and accrued  expenses of  A$11,000,  an increase in foreign  exchange  losses of
A$31,000 and an increase in stock based compensation of A$166,000.

     As of March 31, 2009 the Company had short-term  obligations of A$1,054,000
comprising  $732,000 of accounts  payable and accrued  expenses  and $332,000 of
loans payable.

     As of March 31, 2009 the Company had  long-term  obligations  of  A$650,000
which was all comprised of loans payable.

                                                                              16
<PAGE>

     In December  2008,  Golden River  Resources  received  funds for and issued
100,000,000  shares of common stock at an issue price of US$0.005 for a total of
US$500,000  (A$755,000).  The  funds  will  be used  for  working  capital.  The
securities  that are being issued  pursuant to the Private  Placement  are being
issued in reliance upon an exemption from the  registration  requirements of the
Securities Act of 1933, as amended (the "Act) under Section 4(2) of the Act.

     On March 17, 2009 the Company  reached an  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 C$10 million (A$12 million). The Offering is
contemplated to close in several  tranches.  Following  closing of all tranches,
Golden River will hold 68.45% of Acadian.  In March 2009, the Company  deposited
CDN$1,000,000 (A$1,199,616) in trust with the attorney's for Acadian in order to
pay for the initial  investment of up to 19.9%. The CDN$1,000,000  (A$1,199,616)
was funded from the  Company's  existing  cash  resources  and from a short term
advance of  A$650,000  from  Wilzed Pty Ltd, a company  associated  with Mr. J I
Gutnick.  On  April  3,  2009  the  Company  completed  the  first  tranche  for
approximately  17 million  (9.9%) shares in Acadian for  A$540,767.  In order to
complete the remaining tranches in the Arcadian agreement, the Company will need
to raise capital  through the placement of its common stock,  preferred stock or
debentures to raise the necessary funding.

     We have A$33,000 in cash at March 31, 2009.

     During  fiscal 2004 and 2005, we undertook a field  exploration  program on
our  Committee  Bay and Slave  Properties.  In  relation  to the  Committee  Bay
Properties, this was more than the minimum required expenditure and as a result,
we do not have a legal  obligation  to undertake  further  exploration  on those
properties  during their life.  However our properties are  prospective for gold
and other minerals. We undertook further exploration in August 2006 on the Slave
Properties and we spent A$193,000 on such exploration  activities in fiscal 2008
and to date  A$83,000  in fiscal 2009 for  maintenance  cost.  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.

     The Company is in the process of preparing an  exploration  plan and budget
for  fiscal  2010  and  anticipates  exploration  expenditure  of  approximately
A$500,000.

     The Company is  considered  to be an  exploration  stage  company,  with no
significant  revenue,  and is  dependent  upon the  raising of  capital  through
placement  of its  common  stock,  preferred  stock  or  debentures  to fund its
operations.  In the event the Company is unsuccessful in raising such additional
capital,  it may  not be  able  to  continue  active  operations.  Golden  River
Resources  has  historically  relied on loans  and  advances  from  corporations
affiliated  with the President of Golden River  Resources.  Based on discussions
with these affiliate  companies,  Golden River Resources believes this source of
funding will continue to be available and accordingly has prepared the financial
statements on a going concern basis.

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.

                                                                              17
<PAGE>

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

     At March 31, 2009,  assuming no change in the cash at bank, a 10% change in
the A$ versus US$ exchange  rate would have an effect of A$670 on the  Company's
cash position.

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  assurances  of achieving  our desired
control objectives,  and our principal executive officer and principal financial
officer have concluded,  as of March 31, 2009, that our disclosure  controls and
procedures were effective in achieving that level of reasonable assurance.

                                                                              18
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

Not Applicable

Item 1A. Risk Factors.

Not Applicable

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

On December 9, 2008 the  Company  sold an  aggregate  of  100,000,000  shares of
common stock at a purchase  prices of US$0.005 per share for aggregate  proceeds
of US$500,000. The Private Placement was made to Fast Knight Nominees Pty Ltd, a
company  associated  with Mr Joseph I. Gutnick,  President  and Chief  Executive
Officer of Golden River Resources Corporation,  and was effected pursuant to the
terms of a  Subscription  Agreement as disclosed in a Current Report on Form 8-K
filed with the Securities and Exchange Commission on December 9, 2008.

Item 3.  Defaults Upon Senior Securities.

Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders.

Not Applicable

Item 5.  Other Information.

Not Applicable

Item 6.  Exhibits.

         (a)    Exhibit No.     Description

                10.1            Subscription  Agreement  for  Common  Shares
                                in  Acadian  Mining Corporation

                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


                                                                              19
<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 7, 2009

                                                                              20
<PAGE>

                                  EXHIBIT INDEX

                Exhibit No.     Description
                -----------     -----------
                10.1            Subscription  Agreement  for  Common  Shares
                                in  Acadian  Mining Corporation

                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

                                                                              21