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


                                    FORM 10-K


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


                  For the fiscal year ended: November 30, 2008
                                       or


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


      For the transition period from ________________ to __________________


                        Commission File Number 333-145979


                             RIVER EXPLORATION, INC.
             ______________________________________________________
             (Exact name of registrant as specified in its charter)


             Nevada                                              20-5886006
_________________________________                            ___________________
  (State or other jurisdiction                                  (IRS Employer
of incorporation or organization)                            Identification No.)


         112 North Curry Street
          Carson City, Nevada                                           89703
________________________________________                              __________
(Address of principal executive offices)                              (Zip Code)


       Registrant's telephone number, including area code: (775) 321-8267


Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined by Rule 405 of the Securities Act.                       Yes [ ]  No [X]


Indicate by check mark whether the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act.                      Yes [ ]  No [X]


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.                               Yes [X]  No [ ]


Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |_| 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]
(Do not check if a smaller reporting company)


<PAGE>


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


State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and ask price of such common equity: As of
February 12, 2009, the aggregate value of voting and non-voting common equity
held by non-affiliates was $11,200.



























                                       2


<PAGE>


                                TABLE OF CONTENTS

                                                                           Page
                                                                          Number
                                     PART I

Item 1.    Business                                                          4
Item 1A.   Risk Factors                                                      5
Item 1B    Unresolved Staff Comments                                         5
Item 2     Properties                                                        5
Item 3     Legal Proceedings                                                 5
Item 4     Submission of Matters to a Vote of Security Holders               5

                                     PART II

Item 5     Market for the Registrant's Common Equity, Related
           Stockholder Matters and Issuer Purchases of Equity
           Securities                                                        5

Item 6     Selected Financial Data                                           6
Item 7     Management's Discussion and Analysis of Financial
           Condition and Results of Operation                                6
Item 7A    Quantitative and Qualitative Disclosure about
           Market Risk                                                       7
Item 8     Financial Statements and Supplementary Data                       7
Item 9     Changes an Disagreements With Accountants on
           Accounting and Financial Disclosure                              17
Item 9A(T) Controls and Procedures                                          17
Item 9B    Other Information                                                18

                                    PART III

Item 10    Directors, Executive Officers and Corporate
           Governance                                                       18
Item 11    Executive Compensation                                           19
Item 12    Security Ownership of Certain Beneficial Owners and
           Management                                                       20
Item 13    Certain Relationships and Related Transactions and
           Director Independence                                            20
Item 14    Principal Accounting Fees and Services                           20

                                     PART IV

Item 15    Exhibits and Financial Statement Schedules                       20


                                       3


<PAGE>


                                     PART 1

ITEM 1: BUSINESS

Overview

River Exploration, Inc. ("River Exploration" the "Company," "we," "us") is an
exploration stage company, incorporated on November 1, 2006, in the State of
Nevada, to engage in the business of natural resource exploration in the
Province of British Columbia.

The Company has not been involved in any bankruptcy, receivership or similar
proceedings since its incorporation nor has it been involved in any
reclassification, merger or consolidation. We have no plans to change our
business activities.

General

We plan to explore and potentially develop two mineral claims in the Pretty Girl
mineral claim group in southeast British Columbia, Canada. The Pretty Girl group
consists of five contiguous claims and nine reverted crown grants (totaling 88
units) in the Golden Mining Division situated 18 kilometers west of Invermere,
B.C. The company has optioned the mineral title to the Pretty Girl, New Chum,
Venus, Beauty, Old Chum, Minnie Ha Ha Fr., Delos, Calamity Jane, Trojan, Horse,
Ass and Burro claims (totaling 53 units) registered collectively as the Pretty
Girl 3 and Pretty Girl 4 claims. The company plans to explore these claims for
mineralized deposits of zinc, copper, silver and gold and develop potential
precious metal reserves. The company's claims are mining leases issued pursuant
to the British Columbia Mineral Act. The lessee has exclusive rights to mine and
recover all of the minerals contained within the surface boundaries of the lease
continued vertically downward.

The Company also has an Option Agreement in place with its sole officer and
director, Andrew Aird, whereby Mr. Aird gives and grants to the Company the sole
and exclusive right and option to acquire an undivided 100% of the right, title
and interest of Mr. Aird in and to the Claims, subject to consideration of the
following:

     (a)  The Company, or its permitted assigns, incurring exploration
          expenditures on the Claims of a minimum of $12,500 on or before March
          31, 2009; and

     (b)  The Company, or its permitted assigns, incurring exploration
          expenditures on the Claims of a further $45,000 (for aggregate minimum
          exploration expenses of $57,500) on or before March 31, 2009; and

     (c)  Upon exercise of the Option, River Exploration agrees to pay the
          Vendor, commencing on July 1, 2009, the sum of $35,000 per annum for
          so long as River Exploration, or its permitted assigns, holds any
          interest in the Claims.

Our sole officer and director invested $9,500 and a total of 31 other investors
have invested a further $11,200 in the Company through the purchase of common
shares. We have also obtained a loan of $20,210 from a third party for purposes
of funding our operations. At the present time, we have not made any
arrangements to raise additional cash.

If we are unable to complete any phase of our exploration plan because we don't
have enough money, we will cease operations until we raise money. Attempting to
raise capital after failing in any phase of our exploration plan would be
difficult. As such, if we cannot secure additional funds we will have to cease
operations.

We have not yet undertaken any exploration activity on the property.

PLAN OF OPERATION

Over the next 12 months we plan to begin staged exploration activities on our
mineral titles to determine if there are economically feasible mineral reserves
situated thereon.


                                       4


<PAGE>


The initial stage of our exploration operations will be to (i) perform a legal
survey to relocate the exact boundaries of the nine reverted crown claims, (ii)
geologically map and rock sample the unmapped portion of the property, (iii)
locate the Delos showing and map and sample the surrounding area, (iv) check the
1988 gold soil anomalies from 6+00N and 7+00N (see the 1988 survey "Geological
and Geochemical Report on the Pretty Girl Claim Group"). Once these activities
are completed we plan to (i) construct a road from the Law Creek road to the
Pretty Girl showing, (ii) trench the Pretty Girl showing using a backhoe or
bulldozer to locate the mineralized horizon along strike, (iii) perform
approximately 1,500 feet of diamond drilling on the Pretty Girl showing to test
the surface mineralization at depth, (iv) hand trench and blast the showing to
expose the adit and test for mineralization along strike and (v) hand trench and
blast the Delos showing if indicated. We have not yet been able to begin this
exploration activity to date because of a lack of funds.

The final stage consists of further diamond drilling to delineate grade and
tonnage and is contingent upon favorable results from the first two stages or
our exploration activity. We anticipate our exploration expenditures for
consulting services, core drilling and sample analysis to be $63,800.

We do not anticipate the purchase or sale of any plant or equipment.

We do not anticipate hiring any employees. All work on the property will be
conducted by unaffiliated independent contractors.


ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.


ITEM 1B. UNRESOLVED STAFF COMMENTS

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.


ITEM 2. PROPERTIES

We do not own any real estate or other properties. We have optioned the mineral
title to the Pretty Girl mineral claim group in southeast British Columbia,
Canada.


ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.

No director, officer, or affiliate of the issuer and no owner of record or
beneficiary of more than 5% of the securities of the issuer, or any security
holder is a party adverse to the small business issuer or has a material
interest adverse to the small business issuer.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None


                                     PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
        ISSUER PURCHASE OF EQUITY SECURITIES

River Exploration's ticker symbol for its shares of common stock quoted on the
Over-the-Counter Bulletin Board is "RVEX".


                                       5


<PAGE>


As of November 30, 2008 we had thirty-two (32) active shareholders of record.
The Company has not paid cash dividends and has no outstanding options.


ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.


ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements and
related notes included elsewhere in this report.

This report contains forward looking statements relating to our Company's future
economic performance, plans and objectives of management for future operations,
projections of revenue mix and other financial items that are based on the
beliefs of, as well as assumptions made by and information currently known to,
our management. The words "expects", "intends", "believes", "anticipates",
"may", "could", "should" and similar expressions and variations thereof are
intended to identify forward-looking statements. The cautionary statements set
forth in this section are intended to emphasize that actual results may differ
materially from those contained in any forward looking statement.

Our auditor's report on our November 30, 2008 financial statements expresses an
opinion that substantial doubt exists as to whether we can continue as an
ongoing business. This means that there is substantial doubt that we can
continue as an ongoing business for the next twelve months unless we obtain
additional capital to pay our bills. This doubt exists because we have not
generated any revenues and no revenues are anticipated until we begin removing
and selling minerals. Accordingly we must raise cash from sources other than the
sale of minerals found on our property. Our only other source of cash at this
time is advances from our officer and director and investment by others through
loans or sale of our common equity. Our success or failure will be determined by
what we find under the ground. See "November 30, 2008 Audited Financial
Statements - Auditors Report."

As of November 30, 2008, River Exploration had $2,487 of cash on hand.
Management believes this amount will not satisfy our cash requirements for the
next twelve months or until such time that additional proceeds are raised. We
plan to satisfy our future cash requirements - primarily the working capital
required for our planned exploration activities and to offset legal and
accounting fees - by additional equity financing. This will likely be in the
form of private placements of common stock.

If we are unsuccessful in raising the additional proceeds through a private
placement offering we will then have to seek additional funds through debt
financing, which would be highly difficult for a new exploration stage company
to secure. We anticipate that our current cash and cash equivalents and cash
generated from financing activities will be insufficient to satisfy our
liquidity requirements for the next 12 months. We expect to incur exploration
and administrative expenses as well as professional fees and other expenses
associated with maintaining our SEC filings. We will require additional funds
during this time and will seek to raise the necessary additional capital. If we
are unable to obtain additional financing, we may be required to reduce the
scope of our exploration activities, which could harm our business, financial
condition and operating results. Additional funding may not be available on
favorable terms, if at all.

Total expenses in the fiscal year ending November 30, 2008 were $32,324
resulting in an operating loss in the fiscal year of $32,324. The operating loss
for the period is a result of professional fees in the amount of $30,439, office
and general expenses in the amount of $3,061, exploration expenses of $3,163 and
a foreign exchange gain of $4,339. Since inception we have incurred operating
expenses of $57,827.


                                       6


<PAGE>


As of November 30, 2008 the Director has advanced $8,884 to the Company and the
Company has obtained a loan of $20,210 to maintain its operations. These amounts
are unsecured, non-interest bearing and without specific terms of repayment.

River Exploration has no current plans, preliminary or otherwise, to merge with
any other entity.

OFF BALANCE SHEET ARRANGEMENTS

As of the date of this annual report, the current funds available to the Company
will not be sufficient to continue operations. The cost to maintain the Company
and begin operations has been estimated at $75,800 over the next twelve months
and the cost of maintaining its reporting status is estimated to be $20,000 over
the same period. Our officer and director, Mr. Aird has undertaken to provide
the Company with operating capital to sustain our business over the next twelve
month period, as the expenses are incurred, in the form of a non-secured loan.
However, there is no contract in place or written agreement securing this
undertaking. Management believes if the Company cannot raise sufficient revenues
or maintain our reporting status with the SEC we will have to cease all efforts
directed towards the Company. As such, any investment previously made would be
lost in its entirety.

The Company also has an Option Agreement in place with its sole officer and
director, Andrew Aird, whereby Mr. Aird gives and grants to the Company the sole
and exclusive right and option to acquire an undivided 100% of the right, title
and interest of Mr. Aird in and to the Claims, subject to consideration of the
following:

     (a)  The Company, or its permitted assigns, incurring exploration
          expenditures on the Claims of a minimum of $12,500 on or before March
          31, 2009; and

     (b)  The Company, or its permitted assigns, incurring exploration
          expenditures on the Claims of a further $45,000 (for aggregate minimum
          exploration expenses of $57,500) on or before March 31, 2009; and

     (c)  Upon exercise of the Option, River Exploration agrees to pay the
          Vendor, commencing on July 1, 2009, the sum of $35,000 per annum for
          so long as River Exploration, or its permitted assigns, holds any
          interest in the Claims.

The Company is dependent upon the sale of its common shares and/or other
financing to obtain the funding for the required amount of exploration for the
Company to exercise the option to acquire the rights to the claims from the
current officer and director, Mr. Aird. Currently there is no written agreement
in place with Mr. Aird for the renegotiation or extension of time to fulfill the
requirements. However, Mr. Aird, who is an officer and director of the Company,
has indicated he would consider renegotiating the current option agreement in
the future if it were in the best interest of the company. Investors should be
aware that Mr. Aird's expression is neither a contract nor agreement between him
and the Company.

There are no other off-balance sheet arrangements currently contemplated by
management or in place that are reasonably likely to have future effect on the
business, financial condition, revenue, or expenses and/or result of operations.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                                       7


<PAGE>










                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)

                              FINANCIAL STATEMENTS


                                NOVEMBER 30, 2008















BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

STATEMENTS OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS


                                       8


<PAGE>


CHARTERED                 1100-1177 West Hastings Street               mackay.ca
ACCOUNTANTS               Vancouver, BC V6E 4T5
MacKay LLP                Tel: (604) 687-4511
                          Fax: (604) 687-5805
                          Toll Free: 1-800-351-0426
                          www.MacKayLLP.ca




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS OF
RIVER EXPLORATION, INC.
(an Exploration Stage Company)



We have audited the balance sheets of River Exploration, Inc. (an Exploration
Stage Company) as at November 30, 2008 and 2007 and the statements of
operations, stockholders' equity (deficit), and cash flows for the years then
ended and the period from incorporation on November 1, 2006 to November 30,
2008. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatements. The Company has determined that
it is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at November 30, 2008 and 2007
and the results of its operations and its cash flows for the years then ended
and the period from incorporation on November 1, 2006 to November 30, 2008 in
conformity with U.S. generally accepted accounting principles.

The accompanying financial statements referred to above have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to financial statements, the Company is in the exploration stage, and has no
permanently established source of revenue and is dependent on its ability to
raise capital from shareholders or other sources to sustain operations. These
factors, along with other matters as set forth in Note 1, raise substantial
doubt that the Company will be able to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





VANCOUVER, CANADA                                                   "MACKAY LLP"
FEBRUARY 5, 2009                                           CHARTERED ACCOUNTANTS


                                       9


<PAGE>

<TABLE>
<CAPTION>

                           RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)

                                 BALANCE SHEETS
                                NOVEMBER 30, 2008

                                                                           November 30, 2008     November 30, 2007
__________________________________________________________________________________________________________________
<S>                                                                           <C>                   <C>

ASSETS

CURRENT ASSETS
   Cash                                                                       $   2,487             $   2,251
   Prepaid Expenses                                                                 604                     -
__________________________________________________________________________________________________________________

TOTAL ASSETS                                                                  $   3,091             $   2,251
==================================================================================================================

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                                   $  11,124             $   6,752
   Due to related party (Note 6)                                                  8,884                   302
   Loan (Note 5)                                                                 20,210                     -
__________________________________________________________________________________________________________________

TOTAL CURRENT LIABILITIES                                                        40,218                 7,054
__________________________________________________________________________________________________________________


STOCKHOLDER'S EQUITY (DEFICIT)

   Capital stock
   Authorized
      75,000,000 shares of common stock, $0.001 par value,
   Issued and outstanding
      10,060,000 (November 30, 2007,10,060,000) shares of common stock           10,060                10,060
   Additional paid-in capital                                                    10,640                10,640
   Deficit accumulated during the exploration stage                             (57,827)              (25,503)
__________________________________________________________________________________________________________________

TOTAL STOCKHOLDER'S DEFICIT                                                     (37,127)               (4,803)
__________________________________________________________________________________________________________________

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)                          $   3,091             $   2,251
==================================================================================================================


Going Concern (Note 1)
Commitments (Note 4)



______________________
Director



    The accompanying notes are an integral part of these financial statements

</TABLE>

                                       10


<PAGE>

<TABLE>
<CAPTION>

                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED NOVEMBER 30, 2008

                                                                                               Cumulative
                                                                                               results of
                                                                                             operations from
                                                                                            November 1, 2006
                                                                                                (date of
                                                   Year ended            Year ended           inception) to
                                                November 30, 2008     November 30, 2007     November 30, 2008
_____________________________________________________________________________________________________________
<S>                                                <C>                   <C>                    <C>

EXPENSES

Office and general                                 $    (3,061)          $    (2,251)           $  (7,000)
Foreign exchange gain/(loss)                             4,339                     -                4,614
Natural resource property expenses (Note 4)             (3,163)               (2,880)              (6,044)
Professional fees                                      (30,439)              (18,959)             (49,397)
_____________________________________________________________________________________________________________

NET AND COMPREHENSIVE LOSS                         $   (32,324)          $   (24,090)           $ (57,827)
=============================================================================================================



BASIC AND DILUTED NET LOSS PER COMMON SHARE        $     (0.00)          $     (0.00)
=============================================================================================================

WEIGHTED AVERAGE NUMBER OF BASIC AND
DILUTED COMMON SHARES OUTSTANDING                   10,060,000             9,557,233
=============================================================================================================


    The accompanying notes are an integral part of these financial statements

</TABLE>

                                       11


<PAGE>

<TABLE>
<CAPTION>

                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
         CUMULATIVE FROM INCEPTION NOVEMBER 1, 2006 TO NOVEMBER 30, 2008

                                                                                                          Deficit
                                                                                                        Accumulated
                                                  Common Stock            Additional       Share        During the
                                          ____________________________     Paid-in      Subscription    Exploration
                                          Number of shares     Amount      Capital       Receivable        Stage         Total
________________________________________________________________________________________________________________________________
<S>                                           <C>             <C>          <C>            <C>            <C>           <C>

Common stock issued for cash at $0.001
per share

- November 16, 2006                           9,500,000       $  9,500     $      -       $      -       $       -     $   9,500
- Share Subscription receivable                                      -            -         (9,500)              -        (9,500)

Net Loss for the period ended
   November 30, 2006                                  -              -                           -          (1,413)       (1,413)
________________________________________________________________________________________________________________________________

Balance, November 30, 2006                    9,500,000          9,500            -         (9,500)         (1,413)       (1,413)
________________________________________________________________________________________________________________________________

Share Subscription Received                           -              -            -          9,500               -         9,500

Common stock issued for cash at $0.02
per share

- October 2007                                  440,000            440        8,360              -                         8,800
- November 2007                                 120,000            120        2,280                                        2,400

Net loss for year ended
November 30, 2007                                     -              -            -              -         (24,090)      (24,090)
________________________________________________________________________________________________________________________________

Balance, November 30, 2007                   10,060,000         10,060       10,640              -         (25,503)       (4,803)
________________________________________________________________________________________________________________________________

Net loss for year ended
November 30, 2008                                     -              -            -              -         (32,324)      (32,324)
________________________________________________________________________________________________________________________________

Balance, November 30, 2008                   10,060,000       $ 10,060     $ 10,640       $      -       $ (57,827)    $ (37,127)
================================================================================================================================


    The accompanying notes are an integral part of these financial statements

</TABLE>

                                       12


<PAGE>

<TABLE>
<CAPTION>

                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

                                                                                        Cumulative
                                                                                        results of
                                                                                      operations from
                                                                                     November 1, 2006
                                                                                         (date of
                                              Year ended           Year ended          inception) to
                                           November 30, 2008    November 30, 2007    November 30, 2008
______________________________________________________________________________________________________
<S>                                            <C>                  <C>                  <C>

OPERATING ACTIVITIES
   Net loss for the period                     $ (32,324)           $ (24,090)           $ (57,827)
   Item not involving cash:
      - foreign exchange                          (4,339)                   -               (4,339)
   Adjustments to reconcile net loss to
   net cash used in operating activities
      - prepaid expense                             (604)                   -                 (604)
      - accrued liabilities                        4,372                6,752               11,124
______________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES            (32,895)             (17,338)             (51,646)
______________________________________________________________________________________________________

INVESTING ACTIVITIES                                   -                    -                    -
______________________________________________________________________________________________________

FINANCING ACTIVITIES
   Proceeds from issuance of common stock              -               20,700               20,700
   Loans received                                 33,131               (1,111)              33,433
______________________________________________________________________________________________________

NET CASH PROVIDED BY
FINANCING ACTIVITIES                              33,131               19,589               54,133
______________________________________________________________________________________________________

NET INCREASE IN CASH                                 236                2,251                2,487

CASH, BEGINNING OF PERIOD                          2,251                    -                    -
______________________________________________________________________________________________________

CASH, END OF PERIOD                            $   2,487            $   2,251            $   2,487
======================================================================================================


Supplemental cash flow information

Cash paid for:

   Interest                               $              -  $            -  $                     -
======================================================================================================

   Income taxes                           $              -  $            -  $                     -
======================================================================================================


    The accompanying notes are an integral part of these financial statements

</TABLE>

                                       13


<PAGE>


                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                      FOR THE YEAR ENDED NOVEMBER 30, 2008
________________________________________________________________________________


NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

River Exploration, Inc. (the "Company") was incorporated on November 1, 2006
under the laws of the State of Nevada and extra-provincially registered under
the laws of the Province of British Columbia on January 11, 2007. The Company is
in the initial exploration stage and was organized to engage in the business of
natural resource exploration in the Province of British Columbia.

GOING CONCERN

These financial statements have been prepared assuming the Company will continue
as a going concern, which contemplates, among other things, the realization of
assets and liabilities in the normal course of business. The Company commenced
operations on November 1, 2006 and has not realized revenues since inception.
The Company has a deficit accumulated to the period ended November 30, 2008 in
the amount of $57,827. The ability of the Company to continue as a going concern
is dependent on raising capital to fund its business plan and ultimately to
attain profitable operations. Accordingly, these factors raise substantial doubt
as to the Company's ability to continue as a going concern. The Company funded
its initial operations by way of Founders shares. As of November 30, 2008 the
Company had issued 9,500,000 founders shares at $0.001 per share for net
proceeds of $9,500 to the Company. The Company also issued a further 560,000
shares to various investors at $0.02 per share for net proceeds of $11,200 to
the Company.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________

USE OF ESTIMATES AND ASSUMPTIONS

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

INCOME TAXES

The Company follows the liability method of accounting for income taxes in
accordance with Statements of Financial Accounting Standards ("SFAS") No.109,
"Accounting for Income Taxes" and clarified by FIN 48 "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109."
Under this method, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax balances. Deferred tax assets and liabilities are measured using
enacted or substantially enacted tax rates expected to apply to the taxable
income in the years in which those differences are expected to be recovered or
settled. Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period
that includes the date of enactment or substantive enactment.

NET LOSS PER SHARE

Basic loss per share includes no dilution and is computed by dividing loss
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive loss per share reflects the potential
dilution of securities that could share in the losses of the Company. Because
the Company does not have any potentially dilutive securities basic and diluted
loss per share are the same.


                                       14


<PAGE>


                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                      FOR THE YEAR ENDED NOVEMBER 30, 2008
________________________________________________________________________________


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________

FOREIGN CURRENCY TRANSLATION

The financial statements are presented in United States dollars. In accordance
with SFAS No. 52, "Foreign Currency Translation", foreign denominated monetary
assets and liabilities are translated to their United States dollar equivalents
using foreign exchange rates which prevailed at the balance sheet date.
Non-monetary assets and liabilities are translated at exchange rates prevailing
at the transaction date. Revenue and expenses are translated at average rates of
exchange during the periods presented, gains or losses resulting from foreign
currency transactions are included in results of operations.

STOCK-BASED COMPENSATION

The Company has not adopted a stock option plan and has not granted any stock
options. Accordingly, no stock-based compensation has been recorded to date.

SHARE BASED EXPENSES

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123R, "Share Based Payment." This statement is a revision to SFAS 123 and
supersedes Accounting Principles Board (APB) Opinion No. 25, "Accounting for
Stock Issued to Employees," and amends FASB Statement No. 95, "Statement of Cash
Flows." This statement requires a public entity to expense the cost of employee
services received in exchange for an award of equity instruments. This statement
also provides guidance on valuing and expensing these awards, as well as
disclosure requirements of these equity arrangements. The Company adopted SFAS
No. 123R upon creation of the company and expenses share based costs in the
period incurred.


NOTE 3 - NEWLY ADOPTED ACCOUNTING STANDARDS
________________________________________________________________________________

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. The Company adopted SFAS No. 159 effective
December 1, 2007.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS 155 established a framework for measuring fair value and
expands disclosures about fair value measurements. The changes to current
practice resulting from the application of this statement relate to the
definition of fair value, the methods used to measure fair value, and the
expanded disclosures about fair value measurements. The statement is effective
for fiscal years beginning after November 15, 2007 and periods within those
fiscal years. The Company adopted SFAS No. 157 effective December 1, 2007.


                                       15


<PAGE>


                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                      FOR THE YEAR ENDED NOVEMBER 30, 2008
________________________________________________________________________________


NOTE 3 - NEWLY ADOPTED ACCOUNTING STANDARDS (CONTINUED)
________________________________________________________________________________

In June 2006, the Financial Accounting Standards Board ("FASB") issued
Accounting for Uncertain Tax Positions - an Interpretation of FASB Statement No.
109, FIN 48, which prescribes a recognition and measurement model for uncertain
tax positions taken or expected to be taken in the Company's tax returns. FIN 48
provides guidance on recognition, classification, presentation, and disclosure
of unrecognized tax benefits. FIN 48 was effective for fiscal years beginning
after December 15, 2006. The Company adopted FIN 48 effective December 1, 2007.

The adoption of these new pronouncements does not have a material effect on the
Company's financial position or results of operations.


NOTE 4 - NATURAL RESOURCE PROPERTIES AND RELATED EXPLORATION EXPENSES
________________________________________________________________________________

On December 31, 2006 the Company entered into an option agreement with its
President to purchase 100% undivided interest in two mining claims located in
the Invermere area, British Columbia, Canada.

The Company, according to the option agreement, must complete exploration
expenditure of $12,500 on or before March 31, 2008, a further $45,000 of
completed exploration expenditures on or before March 31, 2009, for an aggregate
total of minimum exploration expenses of $57,500. The option agreement has since
been extended to September 30, 2008, and then again to March 31, 2009. As of
November 30, 2008 the Company has expended $6,043 in exploration expenses and
has to expend $51,457 prior to March 31, 2009.

Upon exercise of the option the Company agrees to pay the President, commencing
July 1, 2009, the sum of $35,000 per annum for as long as the Company holds any
interest in the Claims.


NOTE 5 - LOAN PAYABLE
________________________________________________________________________________

At November 30, 2008 the Company had a loan of $20,210 (Cdn$25,000) from a third
party for the purposes of funding its operations. The loan agreement establishes
no set date for repayment, is non-interest bearing, non-secured and is payable
on demand, accordingly fair value can not be reliably determined.


NOTE 6 - DUE TO RELATED PARTY
________________________________________________________________________________

River Explorations, Inc. owes the sole director and President of the Company
$8,884. There are no definite repayment terms, no security or accruing interest.
Fair value cannot be determined.


                                       16


<PAGE>


ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE

Our auditors are the firm of Mackay LLP operating from their offices in
Vancouver, BC. There have not been any changes in or disagreements with our
accountants on accounting, financial disclosure or any other matter.


ITEM 9A(T). CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the Company's
principal executive and principal financial officers and effected by the
Company's board of directors, management and other personnel to provide
reasonable assurance regarding the reliability of our financial reporting and
the preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:

     -    Pertains to the maintenance of records that in reasonable detail
          accurately and fairly reflect our transactions and disposition of
          assets;

     -    Provide reasonable assurance that transactions are recorded as
          necessary to permit preparation of our financial statements in
          accordance with accounting principles generally accepted in the United
          States of America and receipts and expenditures are being made in
          accordance with authorizations of management and directors; and

     -    Provide reasonable assurance regarding prevention or timely detection
          of unauthorized acquisition, use or disposition of company assets that
          could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.

As of November 30, 2008 management assessed the effectiveness of the Company's
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO") and SEC guidance on conducting such assessments.
Based on that evaluation, they concluded that, during the period covered by this
report, such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
control over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that the Company's
management considered to be material weaknesses under the standards of the
Public Company Accounting Oversight Board were: (1) lack of a functioning audit
committee due to the lack of a majority of independent members and a lack of a
majority of outside directors on our board of directors, resulting in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures; (2) inadequate segregation of duties consistent with
control objectives; and (3) ineffective controls over period end financial
disclosure and reporting processes. The aforementioned material weaknesses were
identified by our Chief Executive Officer in connection with the review of our
financial statements as of November 30, 2008.


                                       17


<PAGE>


Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and lack of a majority
of outside directors on our board of directors, results in ineffective oversight
in the establishment and monitoring of required internal controls and procedures
which could result in a material misstatement in our financial statements in
future periods.

In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated or plan to
initiate the following series of measures.

We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures such
as reviewing and approving estimates and assumptions made by management when
funds are available to us.

Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.

We will continue to monitor and evaluate the effectiveness of our internal
controls and procedures and our internal controls over financial reporting on an
ongoing basis and are committed to taking further action and implementing
additional enhancements or improvements, as necessary and as funds allow.

There have been no significant changes in our internal controls over financial
reporting that occurred during the period covered by this report which has
materially affected or are reasonably likely to materially affect, our internal
controls over financial reporting.

This annual report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's independent registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Company to
provide management report in the Annual Report.


ITEM 9B. OTHER INFORMATION

None


                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The name, address, age, and position of our present officer and director is set
forth below:

      Name and Address           Age                   Position(s)

Andrew Aird                       67     President, Secretary/ Treasurer, Chief
513 - 580 Raven Woods Drive              Financial Officer and Chairman of the
North Vancouver, BC  V7G 2T2             Board of Directors.

The person named above has held his offices/positions since inception of our
company and is expected to hold his offices/positions at least until the next
annual meeting of our stockholders. Our directors hold office until the next
annual meeting of shareholders and the election and qualification of their
successors. Directors receive no compensation for serving on the board of
directors other than the reimbursement of reasonable expenses incurred in
attending meetings. Officers are appointed by the board of directors and serve
at the discretion of the board.


                                       18


<PAGE>


Officer and Director Background:

Andrew Aird, President, CEO, Director, Secretary/Treasurer

Mr. Aird is a Chartered Accountant with a 30 year career in the printing
industry, culminating as Director of Finance (International) of Canada's largest
multinational business forms company. In the last 5 years, he has been the VP
Finance of a hi-tech company that developed and marketed electronic bingo
equipment. He presently manages the financial affairs of a wealthy private
family business.

Mr. Aird is not a director of any other reporting company.

Significant Employees

The Company does not, at present, have any employees other than the current
officer and director. We have not entered into any employment agreements, as we
currently do not have any employees other than the current officers and
directors.

Family Relations

There are no family relationships among the Directors and Officers of River
Exploration, Inc.

Involvement in Legal Proceedings

No executive Officer or Director of the Company has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding that is currently pending.

No executive Officer or Director of the Company is the subject of any pending
legal proceedings.

No Executive Officer or Director of the Company is involved in any bankruptcy
petition by or against any business in which they are a general partner or
executive officer at this time or within two years of any involvement as a
general partner, executive officer, or Director of any business.


ITEM 11.   EXECUTIVE COMPENSATION.

Our current executive officer and director has not and does not receive any
compensation and has not received any restricted share awards, options or any
other payouts. As such, we have not included a Summary Compensation Table.

There are no current employment agreements between the Company and its executive
officer or director. Our executive officer and director has agreed to work
without remuneration until such time as we receive revenues that are
sufficiently necessary to provide proper salaries to the officer and compensate
the director for participation. Our executive officer and director has the
responsibility of determining the timing of remuneration programs for key
personnel based upon such factors as positive cash flow, shares sales, product
sales, estimated cash expenditures, accounts receivable, accounts payable, notes
payable, and a cash balances. At this time, management cannot accurately
estimate when sufficient revenues will occur to implement this compensation, or
the exact amount of compensation.

There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by Company


                                       19


<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED
         STOCKHOLDER MATTERS.

The following table sets forth certain information with respect to the
beneficial ownership of our common shares as it relates to our named director
and executive officer, and each person known to the Company to be the beneficial
owner of more than five percent (5%) of said securities, and all of our
directors and executive officers as a group:

Name and Position             Shares        Percent     Security

Andrew Aird
President and Director        9,500,000      94.4        Common
================================================================
Officers and Directors as
a Group (1)                   9,500,000      94.4        Common

The address for Andrew Aird is 513 - 580 Raven Woods Drive; North Vancouver, BC
V7G 2T2 Canada.

The above referenced common shares were paid for and issued in November, 2006,
for consideration of $0.001 per share total consideration of $9,500.


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Currently, there are no contemplated transactions that the Company may enter
into with our officers, directors or affiliates. If any such transactions are
contemplated we will file such disclosure in a timely manner with the Commission
on the proper form making such transaction available for the public to view.

The Company has no formal written employment agreement or other contracts with
our current officer and there is no assurance that the services to be provided
by him will be available for any specific length of time in the future. Mr. Aird
anticipates devoting at a minimum of ten to fifteen percent of his available
time to the Company's affairs. The amounts of compensation and other terms of
any full time employment arrangements would be determined, if and when, such
arrangements become necessary.


ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES.

During the fiscal year ended November 30, 2008 we incurred approximately $8,000
in fees to our principal independent accountants for professional services
rendered in connection with the audit of financial statements for the fiscal
year ended November 30, 2008. For review of our financial statements for the
quarters ended February 29, 2008, May 31, 2008 and August 31, 2008 we incurred
approximately $5,300 in fees to our principal independent accountants for
professional services.

During the fiscal year ended November 30, 2008, we did not incur any other fees
for professional services rendered by our principal independent accountants for
all other non-audit services which may include, but not limited to, tax related
services, actuarial services or valuation services.


                                     PART IV

ITEM 15. EXHIBITS

23.1     Consent of MacKay, LLP
31.1     Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2     Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
32.1     Section 1350 Certification of Chief Executive Officer
32.2     Section 1350 Certification of Chief Financial Officer **

*     Included in Exhibit 31.1
**    Included in Exhibit 32.1


                                       20


<PAGE>


                                   SIGNATURES


     In accordance with the requirements Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                           RIVER EXPLORATION, INC.


                           By: /s/ Andrew Aird
                               ____________________________________________
                                   Andrew Aird
                                   President, Secretary Treasurer,
                                   Principal Executive Officer,
                                   Principal Financial Officer and Director


Dated:  February 27, 2009




















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