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UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

[X] Quarterly Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended December 31,
2007

[ ] Transition Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period from _____to _____

Commission File Number: 000-52827

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

|Nevada                                                               | 98-0512569                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

|#253-280 Nelson Street                   |           
|---------------------------------------- | ----------
|Vancouver, British Columbia, Canada      | V6B 2E2   
|(Address of principal executive offices) | (Zip Code)

(604) 646-1560(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes[X] No[ ]

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

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. 5,710,001 shares
of common stock as of February 11, 2008.

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

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BEAR RIVER RESOURCES, INC.

Quarterly Report On Form 10-QSBFor The Quarterly
Period Ended December 31, 2007

FORWARD-LOOKING STATEMENTS

This Form 10-QSB for the quarterly period ended December 31,
2007 contains forward-looking statements that involve risks and uncertainties.
Forward-looking statements in this document include, among others, statements
regarding our capital needs, business plans and expectations. Such
forward-looking statements involve assumptions, risks and uncertainties
regarding, among others, the success of our business plan, availability of
funds, government regulations, operating costs, our ability to achieve
significant revenues, our business model and products and other factors. Any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as may, will, should,
expect, plan, intend, anticipate, believe, estimate, predict,
potential or continue, the negative of such terms or other comparable
terminology. In evaluating these statements, you should consider various
factors, including the assumptions, risks and uncertainties set forth in reports
and other documents we have filed with or furnished to the SEC. These factors or
any of them may cause our actual results to differ materially from any
forward-looking statement made in this document. While these forward-looking
statements, and any assumptions upon which they are based, are made in good
faith and reflect our current judgment regarding future events, our actual
results will likely vary, sometimes materially, from any estimates, predictions,
projections, assumptions or other future performance suggested herein. The
forward-looking statements in this document are made as of the date of this
document and we do not intend or undertake to update any of the forward-looking
statements to conform these statements to actual results, except as required by
applicable law, including the securities laws of the United States.

__________

- 2 -

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PART I  FINANCIAL INFORMATION

|Item 1. | Financial Statements
|------- | --------------------

The following unaudited interim financial statements of Bear
River Resources, Inc. are included in this Quarterly Report on Form 10-QSB:

|Description                             | Page
|--------------------------------------- | ----
|Balance
      Sheets                    | 4   
|Statements
      of Operations          | 5   
|Statements
      of Cash Flows          | 6   
|Notes
      to the Financial Statements | 7   

- 3 -

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|Bear River Resources, Inc.   
|-----------------------------
|(A Development Stage Company)
|Balance Sheets               
|(Expressed in US dollars)    
|(unaudited)                  

|                                                                    |  | December 31, |   |  | June 30, |  
|------------------------------------------------------------------- |  | ------------ | - |  | -------- | -
|                                                                    |  | 2007         |   |  | 2007     |  
|                                                                    |  | $            |   |  | $        |  
|ASSETS                                                              |  |              |   |  |          |  
|Current Assets                                                      |  |              |   |  |          |  
|Cash                                                                |  | 2,459        |   |  | 56,391   |  
|Total Assets                                                        |  | 2,459        |   |  | 56,391   |  
|                                                                    |  |              |   |  |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                |  |              |   |  |          |  
|Current Liabilities                                                 |  |              |   |  |          |  
|Accounts payable                                                    |  | 11,108       |   |  | 6,415    |  
|Total Liabilities                                                   |  | 11,108       |   |  | 6,415    |  
|                                                                    |  |              |   |  |          |  
|Commitments (Note 1)                                                |  |              |   |  |          |  
|Stockholders Equity (Deficit)                                      |  |              |   |  |          |  
|Common Stock, 200,000,000 shares
      authorized, $0.001 par value |  |              |   |  |          |  
|5,710,001 shares issued and outstanding                             |  | 5,710        |   |  | 5,710    |  
|Additional Paid-in Capital                                          |  | 70,790       |   |  | 70,790   |  
|                                                                    |  |              |   |  |          |  
|Donated Capital (Note 3(a))                                         |  | 8,500        |   |  | 4,000    |  
|Deficit
      Accumulated During the Development Stage              |  | (93,649      | ) |  | (30,524  | )
|Total Stockholders Equity (Deficit)                                |  | (8,649       | ) |  | 49,976   |  
|Total Liabilities
      and Stockholders Equity                    |  | 2,459        |   |  | 56,391   |  

(The accompanying notes are an integral part of these financial
statements)

- 4 -

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|Bear River Resources, Inc.   
|-----------------------------
|(A Development Stage Company)
|Statements of Operations     
|(Expressed in US dollars)    
|(unaudited)                  

|                                |  |              |   |  |              |   |  |              |   |  |              |   |  | Accumulated   |  
|------------------------------- |  | ------------ | - |  | ------------ | - |  | ------------ | - |  | ------------ | - |  | ------------- | -
|                                |  |              |   |  |              |   |  |              |   |  |              |   |  | From          |  
|                                |  |              |   |  |              |   |  |              |   |  |              |   |  | October 12,   |  
|                                |  | Three Months |   |  | Three Months |   |  | Six Months   |   |  | Six Months   |   |  | 2006(Date of  |  
|                                |  | Ended        |   |  | Ended        |   |  | Ended        |   |  | Ended        |   |  | Inception) to |  
|                                |  | December 31, |   |  | December 31, |   |  | December 31, |   |  | December 31, |   |  | December 31,  |  
|                                |  | 2006         |   |  | 2007         |   |  | 2006         |   |  | 2007         |   |  | 2007          |  
|                                |  | $            |   |  | $            |   |  | $            |   |  | $            |   |  | $             |  
|                                |  |              |   |  |              |   |  |              |   |  |              |   |  |               |  
|Revenue                         |  |             |   |  |             |   |  |             |   |  |             |   |  |              |  
|                                |  |              |   |  |              |   |  |              |   |  |              |   |  |               |  
|Expenses                        |  |              |   |  |              |   |  |              |   |  |              |   |  |               |  
|                                |  |              |   |  |              |   |  |              |   |  |              |   |  |               |  
|Donated rent
      (Note 3(a))  |  | 500          |   |  | 750          |   |  | 500          |   |  | 1,500        |   |  | 3,500         |  
|Donated services (Note 3(a))    |  | 500          |   |  | 1,500        |   |  | 500          |   |  | 3,000        |   |  | 5,000         |  
|Foreign Exchange                |  |             |   |  | 669          |   |  |             |   |  | 669          |   |  | 669           |  
|General and administrative      |  | 25           |   |  | 1,611        |   |  | 25           |   |  | 1,654        |   |  | 1,908         |  
|Impairment of
      mineral     |  |              |   |  |              |   |  |              |   |  |              |   |  |               |  
|property costs (Note 4)         |  | 10,000       |   |  |             |   |  | 10,000       |   |  |             |   |  | 15,787        |  
|Mineral property
      expenses |  |              |   |  | 15,508       |   |  |             |   |  | 15,982       |   |  | 15,982        |  
|Professional fees               |  | 275          |   |  | 11,139       |   |  | 275          |   |  | 40,320       |   |  | 50,803        |  
|                                |  |              |   |  |              |   |  |              |   |  |              |   |  |               |  
|Total Expenses                  |  | 11,300       |   |  | 31,177       |   |  | 11,300       |   |  | 63,125       |   |  | 93,649        |  
|                                |  |              |   |  |              |   |  |              |   |  |              |   |  |               |  
|Net Loss                        |  | (11,300      | ) |  | (31,177      | ) |  | (11,300      | ) |  | (63,125      | ) |  | (93,649       | )
|                                |  |              |   |  |              |   |  |              |   |  |              |   |  |               |  
|                                |  |              |   |  |              |   |  |              |   |  |              |   |  |               |  
|Net Loss Per Share              |  |              |   |  |              |   |  |              |   |  |              |   |  |               |  
| Basic and
      Diluted       |  |              |   |  | (.01         | ) |  |              |   |  | (.01         | ) |  |              |  
|                                |  |              |   |  |              |   |  |              |   |  |              |   |  |               |  
|Weighted Average Shares         |  |              |   |  |              |   |  |              |   |  |              |   |  |               |  
|Outstanding                     |  | 2,145,000    |   |  | 5,710,001    |   |  | 2,145,000    |   |  | 5,710,001    |   |  |              |  

|(The accompanying notes are an integral part of these
      financial statements)
|---------------------------------------------------------------------------------
|                                                                                 
|- 5 -                                                                            

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|Bear River Resources, Inc.   
|-----------------------------
|(A Development Stage Company)
|Statement of Cash Flows      
|(Expressed in US dollars)    
|(unaudited)                  

|                                                        |  |              |   |  |              |   |  | Accumulated         |  
|------------------------------------------------------- |  | ------------ | - |  | ------------ | - |  | ------------------- | -
|                                                        |  |              |   |  |              |   |  | From                |  
|                                                        |  |              |   |  | Six Months   |   |  | October 12, 2006    |  
|                                                        |  | Six Months   |   |  | Ended        |   |  | (Date of Inception) |  
|                                                        |  | December 31, |   |  | December 31, |   |  | to December 31,     |  
|                                                        |  | 2006         |   |  | 2007         |   |  | 2007                |  
|                                                        |  | $            |   |  | $            |   |  | $                   |  
|Operating Activities                                    |  |              |   |  |              |   |  |                     |  
|Net loss for the period                                 |  | (11,300      | ) |  | (63,125      | ) |  | (93,649             | )
|Adjustments to reconcile net
      loss to cash used in |  |              |   |  |              |   |  |                     |  
|operating activities                                    |  |              |   |  |              |   |  |                     |  
|Impairment of mineral property                          |  | 10,000       |   |  |             |   |  | 15,787              |  
|Donated services and
      expenses                     |  | 1,000        |   |  | 4,500        |   |  | 8,500               |  
|Changes in operating assets
      and liabilities       |  |              |   |  |              |   |  |                     |  
|Accounts payable                                        |  |             |   |  | 4,693        |   |  | 11,108              |  
|Net Cash Used in Operating Activities                   |  | (300         | ) |  | (53,932      | ) |  | (58,254             | )
|Investing Activities                                    |  |              |   |  |              |   |  |                     |  
|Acquisition of mineral property                         |  | (10,000      | ) |  |             |   |  | (15,787             | )
|Net Cash Used in
      Investing Activities             |  | (10,000      | ) |  |             |   |  | (15,787             | )
|Financing Activities                                    |  |              |   |  |              |   |  |                     |  
|Issuance of common stock for cash                       |  | 11,000       |   |  |             |   |  | 76,500              |  
|Net Cash Provided by Financing Activities               |  | 11,000       |   |  |             |   |  | 76,500              |  
|Increase (Decrease) In Cash                             |  | 700          |   |  | (53,932      | ) |  | 2,459               |  
|Cash - Beginning of Period                              |  |             |   |  | 56,391       |   |  |                    |  
|Cash - End of
      Period                              |  | 700          |   |  | 2,459        |   |  | 2,459               |  
|                                                        |  |              |   |  |              |   |  |                     |  
|Supplemental Disclosures                                |  |              |   |  |              |   |  |                     |  
|Interest paid                                           |  |             |   |  |             |   |  |                    |  
|Income tax paid                                         |  |             |   |  |             |   |  |                    |  

(The accompanying notes are an integral part of these financial
statements)

- 6 -

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|Bear River Resources, Inc.       
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|December 31, 2007                
|(unaudited)                      

|1. | Development Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company was incorporated in the State of Nevada on
      October 12, 2006 and has been registered as an extraprovincial company
      under the Business Corporations Act of British Columbia on November 6,
      2006. The Company is a Development Stage Company, as defined by Statement
      of Financial Accounting Standard (SFAS) No.7 Accounting and
      Reporting for Development Stage Enterprises. The Companys principal
      business is the acquisition and exploration of mineral resources. The
      Company has not presently determined whether its properties contain
      mineral reserves that are economically recoverable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These financial statements have been prepared on a going
      concern basis, which implies the Company will continue to realize its
      assets and discharge its liabilities in the normal course of business. The
      Company has never generated revenues since inception and has never paid
      any dividends and is unlikely to pay dividends or generate earnings in the
      immediate or foreseeable future. The continuation of the Company as a
      going concern is dependent upon the continued financial support from its
      shareholders, the ability of the Company to obtain necessary equity
      financing to continue operations, and the attainment of profitable
      operations. As at December 31, 2007, the Company has accumulated losses of
      $93,649 since inception. These factors raise substantial doubt regarding
      the Companys ability to continue as a going concern. These financial
      statements do not include any adjustments to the recoverability and
      classification of recorded asset amounts and classification of liabilities
      that might be necessary should the Company be unable to continue as a
      going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company filed an SB-2 Registration Statement with the
      United States Securities and Exchange Commission to register 1,310,000
      shares of common stock for sale by existing shareholders. The Company will
      not receive any proceeds from the resale of common stock by existing
      shareholders. The SB-2 Registration Statement was declared effective on
      September 18, 2007. The Companys shares are listed for trading on the
      OTCBB under the symbol BRVR.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

- 7 -

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|Bear River Resources, Inc.       
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|December 31, 2007|               
|(unaudited)                      

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | d)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | e)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | f)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | g)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | h)                                                        
|   |                                                           
|   |                                                           

- 8 -

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|Bear River Resources, Inc.       
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|December 31, 2007|               
|(unaudited)                      

|3. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4. | Mineral Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On November 22, 2006, the Company acquired a 100%
      interest in the Redoubt 1 and Redoubt 2 mineral claims covering
      approximately 1,000 hectares located in the Stewart Mining Division in the
      Province of British Columbia, Canada, in consideration for $10,000. These
      claims expire on July 29, 2008. The claims were registered in the name of
      the Company on August 16, 2007. The cost of the mineral property, a
      property report and assessment work was initially capitalized. For the
      year ended June 30, 2007, the Company recognized an impairment loss of
      $15,787, as the Company has not yet determined whether the claims have
      proven or probable reserves on the property. On October 15, 2007 the
      Company advanced CND$15,000 to its geologist to conduct an exploratory
      work program on the claims which was conducted in November, 2007. The
      Company received a geologist report on February 6, 2008 dated January 27,
      2008. The results were not as expected and the Company is evaluating a
      Phase 2, Cnd $15,000, work program recommended by the Companys geologist
      for the summer of 2008.

- 9 -

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|Item 2. | Managements Discussion and Analysis
|------- | ------------------------------------

As used in this quarterly report: (i) the terms we, us,
our and the Company mean Bear River Resources, Inc.; (ii) SEC refers to
the Securities and Exchange Commission; (iii) Exchange Act refers to the
Securities Exchange Act of 1934, as amended; and (iv) all dollar amounts refer
to United States dollars unless otherwise indicated.

The following discussion of our business, plan of operations,
results of operations and financial condition as at and for the six months ended
December 31, 2007 should be read in conjunction with our unaudited interim
financial statements and related notes for the six months ended December 31,
2007 included in this quarterly report.

Our Business

Overview

We are an exploration stage company engaged in the acquisition
and exploration of mineral properties. We have acquired an interest in two
mineral claims (the Claims) on property totalling approximately 900 hectares
known as Redoubt 1 and Redoubt 2 located in on the north side of Bear River
Valley, which is located 23 kilometres northeast of Stewart, British Columbia,
Canada (collectively, the Property). These Claims expire on July 29, 2008.

The Property covered by our interest in the Claims does not
contain any substantiated mineral deposits or reserves of minerals. Accordingly,
exploration of the Property is required before any determination as to whether
any commercially viable mineral deposit may exist. Our plan of operations is to
carry out preliminary exploration work on the Property in order to ascertain
whether advanced exploration is warranted to determine whether the Property
possesses commercially exploitable mineral deposits. We will not be able to
determine whether or not the Property contains a commercially exploitable
mineral deposit, or reserve, until appropriate exploratory work is done and an
economic evaluation based on that work concludes economic viability.

We acquired our interests in the Claims on November 22, 2006.
We have obtained a geological report on the Property that has recommended an
exploration program with estimated costs of CDN$15,000 (approximately $15,375,
based on the foreign exchange rate on October 15, 2007 of $1.00:CDN$ 0.9756),
which we advanced to our geologist on October 15, 2007 to conduct such work. We
will require additional financing in order to complete full exploration of the
Property to determine whether sufficient mineralized material, if any, exists to
justify eventual mining and production.

Even if we determine that a mineral deposit exists on the
Property, an economic evaluation must be completed before the economic viability
of commercial exploitation of the Property could be completed. Both advanced
exploration and an economic determination will be contingent upon the results of
our preliminary exploration programs and our ability to raise additional
financing in order to proceed with advanced exploration and an economic
evaluation. There is no assurance that we will be able to obtain any additional
financing to fund our exploration activities.

We have no revenues, have incurred losses since our
incorporation on October 12, 2006, and have relied upon the sale of our
securities in unregistered private placement transactions to fund our
operations. Even if our initial exploration program indicates that mineral
material may exist on the Property, we will not generate revenue unless and
until we are able to bring the Property into production. Accordingly, for the
foreseeable future, we will be continue to be dependent on additional financing
in order to maintain our operations and continue with our exploration
activities. Due to the uncertainty of our ability to meet our financial
obligations and to pay our liabilities as they become due, in their report on
our financial

- 10 -

---

statements for the period from incorporation (October 12, 2006)
to June 30, 2007, our independent auditors included additional comments
indicating concerns about our ability to continue as a going concern.

Exploration Stage Company

We are considered an exploration or exploratory stage company
because we are involved in the examination and investigation of land that we
believe may contain valuable minerals, for the purpose of discovering the
presence of ore, if any, and its extent. Because we are an exploration stage
company, there is no assurance that a commercially viable mineral deposit exists
on the Property and a great deal of further exploration will be required before
a final evaluation as to the economic and legal feasibility for our future
exploration is determined. We have no known reserves of any type of mineral. To
date, we have not discovered an economically viable mineral deposit on the
Property, and there is no assurance that we will discover one.

Our Acquisition of the Claims

On November 17, 2006, we entered into purchase agreement with
Silver Grail Resources Ltd. and Teuton Resources Corp. whereby we acquired a
100% interest in the Claims for consideration of $10,000.

Property Underlying our Claims

We obtained a geological report on the Property underlying our
Claims, dated December 7, 2006, which was prepared by Edward R. Kruchkowski, P.
Geo. The following description of the Property, its history, and geology is
based on the contents of such report.

Property Description and Location

The Property underlying our Claims is approximately 23
kilometres northeast of Stewart, British Columbia. The Property is made up of 36
units within two contiguous mineral claims totaling approximately 900 hectares.
Surface rights to the Property are vested with British Columbias government.
The relevant data for the Claims are as follows:

Claim Name
    Tenure #
    Expiry Date
    %
      Owned
    Area (in hectares)Redoubt 1
    536392
    July
      29, 2008
    100.00
    450.72Redoubt 2
    536394
    July
      29, 2008
    100.00
    450.86


Our November 2007 Exploration Program

During November 2007, a geochemical program was conducted along
Highway 37A. A total of 29 rock samples were collected during the program. Due
to an early snowfall, the upper showings were not located and deep snow
prevented any exploration in this area. Work concentrated on locating the third
type of mineralization that was near Highway 37A (gold in silicified andesites).
Rusty zones along the highway and Rufus Creek were sampled in an attempt to
locate this showing.

Due to the small number of rock samples collected no
statistical analysis of the data was carried out. Based on the authors
knowledge of other geochemical programs in the Stewart area, weakly anomalous
gold, silver, lead, zinc, copper and arsenic values were obtained. Gold values
ranged from 1 to 17 ppb, silver values ranged from <0.2 to 0.9 ppm, lead
varied from 0.2 to 270 ppm, zinc varied from <1 to 337 ppm, copper varied
from <1 to 67 ppm and arsenic varied from <5 to 524 ppm. Sampling did not
locate the area of previously identified gold in silicified andesites.

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Sample BR-10-02 is considered anomalous in gold. Sample BR-14
is considered anomalous in silver. Sample BR-11 to sample BR-15 inclusive are
considered anomalous in zinc, lead, copper, and arsenic.

The results were not as expected and the Company is evaluating
a Phase 2, CDN$15,000, work program recommended by the Companys geologist for
the summer of 2008.

Compliance with Government Regulation

We will be required to comply with all regulations, rules and
directives of governmental authorities and agencies applicable to the
exploration of minerals in the Province of British Columbia. The main agency
that governs the exploration of minerals in the Province of British Columbia,
Canada, is the Ministry of Energy and Mines.

The Ministry of Energy and Mines manages the development of
British Columbias mineral resources, and implements policies and programs
respecting their development while protecting the environment. In addition, the
Ministry regulates and inspects the exploration and mineral production
industries in British Columbia to protect workers, the public and the
environment.

The material legislation applicable to us is the Mineral
Tenure ActR.S.B.C. 1996 CHAPTER 292, as amended, and administered by the
Mineral Titles Branch of the Ministry of Energy and Mines, and the Mines
Act, RSBC 1996 CHAPTER 293, as amended, as well as the Health, Safety and
Reclamation Code, 2003,as amended.

The Mineral Tenure Act and its regulations govern the
procedures involved in the location, recording and maintenance of mineral titles
in British Columbia. The Mineral Tenure Act also governs the issuance of
leases which are long term entitlements to minerals, designed as production
tenures. The Mineral Tenure Act does not apply to minerals held by crown
grant or by freehold tenure.

All mineral exploration activities carried out the Claims must
be in compliance with the Mines Act. The Mines Act applies to all
mines during exploration, development, construction, production, closure,
reclamation and abandonment. It outlines the powers of the Chief Inspector of
Mines, to inspect mines, the procedures for obtaining permits to commence work
in, on or about a mine and other procedures to be observed at a mine.
Additionally, the provisions of the Health, Safety and Reclamation Codefor mines in British Columbia contain standards for employment, occupational
health and safety, accident investigation, work place conditions, protective
equipment, training programs, and site supervision.

Additional approvals and authorizations may be required from
other government agencies, depending upon the nature and scope of the proposed
exploration program. If the exploration activities require the falling of
timber, then either a free use permit or a license to cut must be issued by the
Ministry of Forests. Items such as waste approvals may be required from the
Ministry of Environment, Lands and Parks if the proposed exploration activities
are significantly large enough to warrant them. Waste approvals refer to the
disposal of rock materials removed from the earth which must be reclaimed. An
environmental impact statement may be required.

British Columbia law requires that a holder of title to the
Claims must spend at least CDN$4 per hectare per year in order to keep the
property in good standing. Thus, the annual cost of compliance with the
Mineral Tenure Act with respect of the Claims is presently approximately
CDN$3,600 per year (approximately $3,559, based on the foreign exchange rate on
February 7, 2008 of $1.00:CDN$ 1.0115) . The Claims are in good standing with
the Province of British Columbia until July 29, 2008, therefore exploration work
with a minimum value of CDN$3,600 for the property is required before July 29,
2008. If the Company does not complete this minimum amount of exploration work
by this time the Company

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will (on behalf of the claim owner) be required to pay a fee in
lieu of exploration work in the amount of CDN$4 per hectare, or CDN$3,600 in
total, to the Province of British Columbia.

We will also have to sustain the cost of reclamation and
environmental remediation for all exploration work undertaken. Both reclamation
and environmental remediation refer to putting disturbed ground back as close to
its original state as possible. Other potential pollution or damage must be
cleaned-up and renewed along standard guidelines outlined in the usual permits.
Reclamation is the process of bringing the land back to its natural state after
completion of exploration activities. Environmental remediation refers to the
physical activity of taking steps to remediate, or remedy, any environmental
damage caused. The amount of these costs is not known at this time as we do not
know the extent of the exploration program that will be undertaken beyond
completion of the recommended work program. Because there is presently no
information on the size, tenor, or quality of any resource or reserve at this
time, it is impossible to assess the impact of any capital expenditures on
earnings, our competitive position or on us in the event a potentially economic
deposit is discovered.

Prior to undertaking mineral exploration activities, we must
make application under the Mines Act for a permit, if we anticipate
disturbing land. A permit is issued within 45 days of a complete and
satisfactory application. We do not anticipate any difficulties in obtaining a
permit, if needed. The initial exploration activities the Claims are not
expected to involve ground disturbance and as a result do not require a work
permit. Any follow-up trenching and/or drilling will require permits,
applications for which will be submitted well in advance of the planned
work.

If we enter the production phase, the cost of complying with
permit and regulatory environment laws will be greater because the impact on the
project area is greater. Permits and regulations will control all aspects of the
production program if the project continues to that stage. Examples of
regulatory requirements include:

- water discharge will have to meet drinking water standards;
- dust generation will have to be minimal or otherwise re-mediated;
- dumping of material on the surface will have to be re-contoured and
  re-vegetated with natural vegetation;
- an assessment of all material to be left on the surface will need to be
  environmentally benign;
- ground water will have to be monitored for any potential contaminants;
- the socio-economic impact of the project will have to be evaluated and if
  deemed negative, will have to be re-mediated; and
- there will have to be an impact report of the work on the local fauna and
  flora including a study of potentially endangered species.

Plan of Operations

Our plan of operations for the next twelve months is to
determine the feasibility of conducting the Phase 2 work program on our mineral
property in the summer of 2008 and/or seek other mineral properties to acquire
and explore. We may also seek other business opportunities should they arise. We
will seek additional financing to fund ongoing operations. We anticipate
spending approximately $750 per month in ongoing general and administrative
expenses per month for the next twelve months, for a total anticipated
expenditure of $9,000 over the next twelve months. The general and
administrative expenses for the year will consist primarily of professional fees
for the audit and legal work relating to our regulatory filings throughout the
year, as well as transfer agent fees and general office expenses.

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As at December 31, 2007, we had cash of $2,459 and a working
capital deficit of $8,649. As such, we anticipate that our cash and working
capital will not be sufficient to complete the recommended Phase 2 exploration
program or to pay our accounts payable or ongoing expenses. We will require an
additional $20,000 in financing to cover all of our costs that we expect to
incur over the next twelve months.

During the twelve-month period following the date of this
report, we anticipate that we will not generate any revenue. As indicated above,
we will require additional financing to cover all of our costs that we expect to
incur over the next twelve months. We believe that debt financing will not be an
alternative for funding additional exploration as we do not have tangible assets
to secure any debt financing. We anticipate that additional funding will be in
the form of equity financing from the sale of our common stock. However, we do
not have any financing arranged and we cannot provide any assurance that we will
be able to raise sufficient funding from the sale of our common stock to fund
any additional and more advanced exploration programs beyond our initial
aforementioned exploration program. In the absence of such financing, we will
not be able to continue exploration of the Property underlying our Claims and
our business plan will fail. Even if we are successful in obtaining equity
financing to fund any continuation of our exploration program, there is no
assurance that we will obtain the funding necessary to pursue any advanced
exploration of the Property underlying the Claims. If we do not continue to
obtain additional financing, we will be forced to abandon our Claims.

We may consider entering into a joint venture arrangement to
provide the required funding to develop the Property underlying our Claims. We
have not undertaken any efforts to locate a joint venture participant. Even if
we determined to pursue a joint venture participant, there is no assurance that
any third party would enter into a joint venture agreement with us in order to
fund exploration of the Property underlying our Claims. If we entered into a
joint venture arrangement, we would likely have to assign a percentage of our
interest to the joint venture participant.

Results of Operations

Revenues

We have had no operating revenues since our incorporation on
October 12, 2006 to December 31, 2007. We anticipate that we will not generate
any revenues for so long as we are an exploration stage company.

Expenses

Our general and administrative expenses for the six months
ended December 31, 2007 and for the period from October 12, 2006 (date of
inception) to December 31, 2007 are summarized below:

Expenses
    Six Months Ended
      December 31, 2007
    Accumulated From
      October 12, 2006 (Date of Inception) to
      December 31, 2007Donated Rent
    1,500
    3,500Donated Services
    3,000
    5,000General and
      administrative
    2,323
    2,577Impairment of
      mineral property costs
    -
    15,787Mineral property
      expenses
    15,982
    15,982Professional fees
    40,320
    50,803Total expenses and
      net loss
    63,125
    93,649


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We have experienced a net loss of $63,125 for the six months
ended December 31, 2007 and an accumulated net loss of $93,649 from October 12,
2006 (Date of Inception) to December 31, 2007. The net loss is mainly due to:
our exploration program costing $15,508 (CAD$15,000) and a BC free miners
certificate costing $474 (CAD$500); and professional fees of $40,320 which
includes legal fees of $38,920 associated with the completion of our SB-2
Registration Statement and 15c2.11 application to the NASD for our trading
symbol BRVR.

Liquidity and Capital Resources

We had cash of $2,459 and a working capital deficit of $8,649
as of December 31, 2007.

Cash Used in Operating Activities

Net cash used in operating activities was $53,932 for the six
months ended December 31, 2007 and $58,254 for the period from October 12, 2006
(Date of Inception) to December 31, 2007. These balances are mainly made up of
our net loss as disclosed above.

Cash Used in Investing Activities

Net cash used in investing activities was $Nil for the six
months ended December 31, 2007. Net cash used in investing activities was
$15,787 for the period from October 12, 2006 (Date of Inception) to December 31,
2007, which costs related to the acquisition of our mineral property and related
geological report.

Cash from Financing Activities

We have funded our business to date primarily from sales of our
common stock. We did not obtain any cash from financing activities during the
six months ended December 31, 2007. However, from our incorporation, on October
12, 2006, to December 31, 2007, we have raised a total of $76,500 from private
offerings of our securities including $11,000 from our President who subscribed
for 4,400,000 common shares at $0.0025 per common share and $65,500 from a
private placement of 1,310,000 common shares at $0.05 per share.

There are no assurances that we will be able to achieve further
sales of our common stock or any other form of additional financing. If we are
unable to achieve the financing necessary to continue our plan of operations,
then we will not be able to continue our exploration of the Property underlying
our Claims and our venture will fail.

Going Concern

We have not attained profitable operations and are dependent
upon obtaining financing to pursue any extensive exploration activities. For
these reasons our auditors stated in their report for the period from October
12, 2006 (Date of Inception) to June 30, 2007 that they have substantial doubt
we will be able to continue as a going concern.

Future Financing

We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing shareholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our planned exploration
activities.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

|Item 3. | Controls And Procedures
|------- | -----------------------

As required by Rule 13a-15 under the Exchange Act, we have
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures as of the end of the period covered by
this quarterly report. This evaluation was carried out under the supervision and
with the participation of our management, including our principal executive
officer and principal financial officer. Based upon that evaluation, our
principal executive officer and principal financial officer concluded that our
disclosure controls and procedures are effective as at the end of the period
covered by this quarterly report to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
by the rules and forms of the SEC.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within time periods specified in the Securities and
Exchange Commissions rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is accumulated and communicated to management, including our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.

There have been no changes in our internal controls over
financial reporting that occurred during our most recent quarterly period that
have materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting.

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PART II  OTHER INFORMATION

|Item 1. | Legal Proceedings
|------- | -----------------

We currently are not a party to any material legal proceedings
and, to our knowledge, no such proceedings are threatened or contemplated.

|Item 2. | Unregistered Sales of Equity Securities
|------- | ---------------------------------------

None.

|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None.

|Item 4. | Submission of Matters to a Vote of
      Securities Holders
|------- | -----------------------------------------------------------

None.

|Item 5. | Other Information
|------- | -----------------

None.

|Item 6. | Exhibits
|------- | --------

The following exhibits are included with this Quarterly Report
on Form 10-QSB:

|Exhibit Number | Description of Exhibit                                                                                   
|-------------- | ---------------------------------------------------------------------------------------------------------
|31.1           | Rule
      13a-14(a)/15(d)-14(a) Certification of Chief Executive Officer.                               
|31.2           | Rule 13a-14(a)/15(d)-14(a)
      Certification of Chief Financial Officer.                               
|32.1           | 18 U.S.C.
      Section 1350 Certifications of Chief Executive Officer and Chief Financial
      Officer.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

BEAR RIVER RESOURCES, INC.

|By: | John Dahle                                                                        
|--- | ------------------------------------------------------------------------------------
|    | John Dahle                                                                          
|    | President, Chief Executive Officer, Principal
      Executive Officer and a director
|    | Date: February 11, 2008                                                             

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