SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ______________________

                                   FORM 10-KSB


(Mark One)

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

                   For the fiscal year ended November 30, 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: 333-145979


                             RIVER EXPLORATION, INC.
                 ______________________________________________
                 (Name of small business issuer in its charter)


              NEVADA                                             20-5886006
__________________________________                           ___________________
(State of or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                             Identification No.)


         112 NORTH CURRIE STREET
             CARSON CITY, NV                                            89703
________________________________________                              __________
(Address of principal executive offices)                              (Zip Code)


Issuers telephone number: (775) 321-8267

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock
                                                             (Title of class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act ___

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. X

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

Issuer's revenues for most recent fiscal year -- Nil


<PAGE>


The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the most recent sale of the Company's
common shares was $11,200 on November 5, 2007.

Indicate the number of shares outstanding of each of the issuer's classes of
common shares at the latest practicable date. As of November 30, 2007 the
registrant had 10,060,000 shares of common stock, $0.001 par value, issued and
outstanding. The Company has no other class of shares.

                                TABLE OF CONTENTS
                                                                            Page

PART I
Item 1.   Description of Business                                             3
Item 2.   Description of Property                                             4
Item 3.   Legal Proceedings                                                   4
Item 4.   Submission of Matters to a Vote of Security Holders                 4

PART II
Item 5.   Market for the Registrant's Common Equity and Related
          Shareholder Matters                                                 4
Item 6.   Management's Discussion and Analysis or Plan of Operation           4
Item 7.   Financial Statements                                                6
               Report of Independent Registered Public Accounting Firm        8
               Balance Sheets                                                 9
               Statements of Operations                                      10
               Statements of Stockholders' Equity (Deficit)                  11
               Statements of Cash Flows                                      12
               Notes to the Financial Statements                             13
Item 8.   Changes In and Disagreements With Accountants on
          Accounting and Financial Disclosures                               18
Item 8A.  Controls and Procedures                                            18
Item 8B.  Other information                                                  19

PART III
Item 9.   Directors, Executive Officers, Promoters and Control Persons       19
Item 10.  Executive Compensation                                             20
Item 11.  Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters                         20
Item 12.  Certain Relationships and Related Transactions                     20
Item 13.  Exhibits                                                           21
Item 14.  Principal Accountant Fees and Services                             21

Signatures                                                                   21

Please note that throughout this Annual Report, and unless otherwise noted, the
words "we", "our", "us", the "Company" or "River Exploration" refer to River
Exploration, Inc.


                                       2


<PAGE>


                                     PART I

ITEM 1.   DESCRIPTION OF THE BUSINESS.

Business Development

River Exploration, Inc. 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.

Since inception we have not been involved in any bankruptcy, receivership or
similar proceeding nor have we been engaged in any material reclassification,
merger, consolidation or purchase or sale of any of our assets not in the
ordinary course of business.

Business of Issuer

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.

On December 31, 2006, River Exploration entered into an Option Agreement 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. This
Agreement is 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, 2008; (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 Mr.
Aird, commencing July 1, 2009, the sum off $35,000 per annum for so long as
River Exploration, or its permitted assigns, holds any interest in the claims.

To date we have not performed any work on the claim nor have we spent any money
on exploration and development activities. The Company has made a payment of
$2,880 to the Province of British Columbia instead of exploration and
development to preserve the title to the property claim. We are presently in the
pre-exploration stage and we cannot guarantee that a commercially viable mineral
deposit, or reserve, exists in the property until our exploration is initiated
and a comprehensive evaluation establishes the economic and legal feasibility of
developing the reserves. There are no native land claims that affect title to
the property. We have no plans to try and interest other companies in the
property if mineralization is found. If mineralization is found, we will try to
develop the property ourselves.


                                       3


<PAGE>


River Exploration is has no employees other than its sole officer and director,
Andrew Aird, who is the President and Chairman of the company. Mr. Aird is
employed elsewhere and has the flexibility to work on River Exploration up to 10
hours per week. We utilize the services of consultants as necessary to perform
various professional services for the Company.

Reports to security holders

River Exploration, Inc. files annual, quarterly, current reports, proxy
statements and other information statements with the Securities and Exchange
Commission (the "Commission"). You may read and copy any materials referred to
in this Annual Report at the Commission's Public Reference Room, 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. You can also obtain copies of our Commission filing by going to
the Commission's website at http://www.sec.gov.

ITEM 2.   DESCRIPTION OF THE PROPERTY.

Our principle address is Suite 112 North Currie Street, Carson City, Nevada,
89703. We rent shared office space. This property arrangement satisfies the
current needs of the Company and will be adequate up to the point that we
initiate operations.

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 Company and no owner of record or
beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material interest adverse to the Company in reference to
pending litigation.

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

There have been no matters submitted to the security holders for a vote.

                                     PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
          MATTERS.

The Company's common shares are not currently listed on any exchange nor are its
common shares quoted on any public medium.

As of November 30, 2007, we had thirty-two (32) active shareholders of record.
The Company has not declared or paid any cash dividends and has no outstanding
options.

ITEM 6.   MANAGEMENT DISCUSSION, FINANCIAL CONDITION OR PLAN OF OPERATION.

Plan of Operation

Statements made in this Form 10-KSB that are not historical or current facts are
"forward-looking statements" that involve risks and uncertainties. These
statements often can be identified by the use of terms such as "may," "will,"
"expect," "believe," "anticipate," "estimate," "approximate" or "continue" or
the negative thereof. We wish to caution readers not to place undue reliance on
any such forward-looking statements, which speak only as of the date made. Any


                                       4


<PAGE>


forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.

The Company has not yet generated any revenue from its operations. As of the
fiscal year ended November 30, 2007 we had $2,251 of cash on hand. We incurred
operating expenses in the amount of $24,090 for the year ended November 30,
2007. These operating expenses were comprised of professional fees of $18,958,
natural resource property expenses of $2,880 and office and general expenses of
$2,252.

Our current cash holdings are insufficient to satisfy our liquidity requirements
and we are dependent on obtaining additional financing to pursue our planned
exploration activities. For these reasons our auditors stated in their report on
our audited financial statements that they have substantial doubt we will be
able to continue as a going concern. We have registered 4,000,000 or our common
stock for sale to the public. Our registration statement became effective on
October 5, 2007 and we are in the process of seeking equity financing to fund
our operations over the next 12 months. As of November 30, 2007 we have raised
$10,200 from the sales of our common stock.

Our operations over this period is to (i) perform a legal survey to relocate the
exact boundaries of the nine reverted crown grants, (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"), (v) construct a road from the Law Creek road to
the Pretty Girl showing, (vi) trench the Pretty Girl showing using a backhoe or
bulldozer to locate the mineralized horizon along strike, (vii) perform
approximately 1,500 feet of diamond drilling on the Pretty Girl showing to test
the surface mineralization at depth, (viii) hand trench and blast the showing to
expose the adit and test for mineralization along strike and (ix) hand trench
and blast the Delos showing if indicated.

If we obtain favorable results from these activities, we intend to undertake
further diamond drilling to delineate grade and tonnage.

If we are unable to complete any phase of our exploration plan because we don't
have enough money, we will cease our exploration activities until we raise
money.

Management does not plan to hire employees at this time. The Company does not
expect the purchase or sale of any significant equipment and has no current
material commitments, nor have we generated any revenue since inception.

We have no current plans, preliminary or otherwise, to merge with any other
entity.

Off Balance Sheet Arrangement

The Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company's financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to investors. The term "off-balance sheet arrangement" generally means
any transaction, agreement or other contractual arrangement to which an entity
unconsolidated with the Company is a party, under which the Company has (i) any
obligation arising under a guarantee contract, derivative instrument or variable
interest; or (ii) a retained or contingent interest in assets transferred to
such entity or similar arrangement that serves as credit, liquidity or market
risk support for such assets.


                                       5


<PAGE>


The Company 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, 2008; 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 Vendor,
          commencing 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 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 expressed
he would consider renegotiating the current option agreement in the future if it
were in the best interest of the company. Mr. Aird has also 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 these
agreements. 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 7.   FINANCIAL STATEMENTS.


                                       6


<PAGE>



                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                NOVEMBER 30, 2007


                                    (AUDITED)











REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

STATEMENTS OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS









                                       7


<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS OF
RIVER EXPLORATION, INC.
(an Exploration Stage Enterprise)
Vancouver, BC, Canada



We have audited the balance sheets of River Exploration, Inc. (an Exploration
Stage Enterprise) as at November 30, 2007 and 2006 and the statements of
operations and deficit, stockholders' equity, and cash flows for the periods
then ended and the period from incorporation on November 1, 2006 to November 30,
2007. 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, 2007 and 2006
and the results of its operations and its cash flows for the periods then ended
and the period from incorporation on November 1, 2006 to November 30, 2007 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"
JANUARY 8, 2008                                            CHARTERED ACCOUNTANTS


                                       8


<PAGE>

<TABLE>
<CAPTION>

                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)

                                 BALANCE SHEETS
                                NOVEMBER 30, 2007
                 (WITH COMPARATIVE FIGURES AT NOVEMBER 30, 2006)

                                    (AUDITED)

                                                                        November 30, 2007     November 30, 2006
_______________________________________________________________________________________________________________
<S>                                                                         <C>                   <C>

ASSETS

CURRENT ASSETS
   Cash                                                                     $   2,251             $      -
_______________________________________________________________________________________________________________
TOTAL ASSETS                                                                $   2,251             $      -
===============================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                                 $   6,752             $      -
   Due to related party (Note 5)                                                  302                1,413
_______________________________________________________________________________________________________________
                                                                                7,054                1,413
_______________________________________________________________________________________________________________

STOCKHOLDERS' EQUITY (DEFICIT )
   Capital stock (Note 4)
     Authorized
      75,000,000 shares of common stock, $0.001 par value,
     Issued and outstanding
      10,060,000 (2006 - 9,500,000) shares of common stock (Note 4)            10,060                9,500

   Additional paid-in capital                                                  10,640                    -
   Share subscription receivable                                                    -               (9,500)
   Deficit accumulated during the exploration stage                           (25,503)              (1,413)
_______________________________________________________________________________________________________________
     Total stockholders' deficit                                               (4,803)              (1,413)
_______________________________________________________________________________________________________________
     Total Liabilities and Stockholders' Equity (Deficit)                   $   2,251             $      -
===============================================================================================================


Going Concern (Note 1)
Commitments (Note 3)



______________________
Director

    The accompanying notes are an integral part of these financial statements

</TABLE>

                                       9

<PAGE>

<TABLE>
<CAPTION>

                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED NOVEMBER 30, 2007
    (WITH COMPARATIVE FIGURES FOR THE 1 MONTH PERIOD ENDED NOVEMBER 30, 2006)
                                    (AUDITED)

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

EXPENSES

Office and general                                    $    (2,252)       $    (1,413)        $  (3,665)
Natural resource property expenses (Note 3)                (2,880)                 -            (2,880)
Professional fees                                         (18,958)                 -           (18,958)
____________________________________________________________________________________________________________
NET LOSS AND COMPREHENSIVE LOSS                       $   (24,090)       $    (1,413)        $ (25,503)
============================================================================================================


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

WEIGHTED AVERAGE NUMBER OF BASIC AND DILUTED
COMMON SHARES OUTSTANDING                               9,557,233          9,500,000
====================================================================================


    The accompanying notes are an integral part of these financial statements

</TABLE>

                                       10

<PAGE>

<TABLE>
<CAPTION>

                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
         CUMULATIVE FROM INCEPTION NOVEMBER 1, 2006 TO NOVEMBER 30, 2007
                                    (AUDITED)

                                                   (Note 4)                                              Deficit
                                                 Common Stock                                          Accumulated
                                            ______________________     Additional        Share         During the
                                            Number of                   Paid-in       Subscription     Exploration
                                              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)
===============================================================================================================================


    The accompanying notes are an integral part of these financial statements

</TABLE>

                                       11

<PAGE>

<TABLE>
<CAPTION>

                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
                      FOR THE YEAR ENDED NOVEMBER 30, 2007
    (WITH COMPARATIVE FIGURES FOR THE 1 MONTH PERIOD ENDED NOVEMBER 30, 2006)
                                    (AUDITED)
                                                                                               Cumulative
                                                                                               results of
                                                                          Period from        operations from
                                                                          November 1,          November 1,
                                                                         2006 (date of        2006 (date of
                                                       Year ended        inception) to        inception) to
                                                      November 30,       November 30,         November 30,
                                                          2007               2006                  2007
____________________________________________________________________________________________________________
<S>                                                    <C>                 <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                              $ (24,090)          $ (1,413)            $ (25,503)
  Adjustment to reconcile net loss to net cash
  used in operating activities
    - accounts payable and accrued liabilities             6,752                  -                 6,752
____________________________________________________________________________________________________________

NET CASH USED IN OPERATING
ACTIVITIES                                               (17,338)            (1,413)              (18,751)
____________________________________________________________________________________________________________

CASH FLOW FROM INVESTING ACTIVITY                              -                  -                     -
____________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                  11,200                  -                20,700
  Share subscription received                              9,500                  -                     -
  Shareholder loan                                        (1,111)             1,413                   302
____________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING
ACTIVITIES                                                19,589              1,413                21,002
____________________________________________________________________________________________________________

NET INCREASE IN CASH                                       2,251                  -                 2,251
____________________________________________________________________________________________________________

CASH, BEGINNING OF PERIOD                                      -                  -                     -
____________________________________________________________________________________________________________

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

Supplemental cash flow information (Note 8):
Cash paid for:

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


    The accompanying notes are an integral part of these financial statements

</TABLE>

                                       12

<PAGE>


                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                NOVEMBER 30, 2007
                                    (AUDITED)
________________________________________________________________________________


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, 2007 in
the amount of $25,503. 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, 2007 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

ORGANIZATION

The Company was incorporated on November 1, 2006 in the State of Nevada. The
fiscal year end of the Company is November 30.

BASIS OF PRESENTATION

These financial statements are presented in United States dollars and have been
prepared in accordance with US generally accepted accounting principles.

NATURAL RESOURCE PROPERTIES

The Company is in the exploration stage and has not yet realized any revenue
from its planned operations. It is primarily engaged in the acquisition,
exploration, and development of natural resource properties. Natural resource
property acquisition and exploration costs are expensed as incurred. When it has
been determined that a natural resource property can be economically developed
as a result of establishing proven and probable reserves, the costs incurred to
develop such property are capitalized. Such costs will be depreciated using the
units-of-production method over the estimated life of the probable reserve.

SEGMENTED REPORTING

SFAS Number 131, "Disclosure About Segments of an Enterprise and Related
Information", changed the way public companies report information about segments
of their business in their quarterly reports issued to shareholders. It also
requires entity-wide disclosures about the products and services the entity
provides, the material countries in which it holds assets and reports revenues
and its major customers.

For the period ended November 30, 2007, all operations took place in British
Columbia, Canada.


                                       13


<PAGE>

                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                NOVEMBER 30, 2007
                                    (AUDITED)
________________________________________________________________________________


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

COMPREHENSIVE LOSS

SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the
reporting and display of comprehensive loss and its components in the financial
statements. As at November 30, 2006, and November 30, 2007 the Company has no
items that represent a comprehensive loss and, therefore, has not included a
schedule of comprehensive loss in the financial statements.

USE OF ESTIMATES AND ASSUMPTIONS

Preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Accordingly,
actual results could differ from those estimates.

FINANCIAL INSTRUMENTS

All significant financial assets, financial liabilities and equity instruments
of the Company are either recognized or disclosed in the financial statements
together with other information relevant for making a reasonable assessment of
future cash flows, interest rate risk and credit risk. Where practical the fair
values of financial assets and financial liabilities have been determined and
disclosed; otherwise only available information pertinent to fair value has been
disclosed.

LOSS PER COMMON SHARE

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

INCOME TAXES

The Company follows the liability method of accounting for income taxes. 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 and tax loss carry-forwards. 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. 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.

FOREIGN CURRENCY TRANSLATION

The Company's functional and reporting currency is the U.S. dollar. All
transactions initiated in foreign currencies are translated into U.S. dollars in
accordance with SFAS No. 52 "Foreign Currency Translation" as follows:

     a)   monetary assets and liabilities at the rate of exchange in effect at
          the balance sheet date;

     b)   non-monetary assets at historical exchange rates; and

     c)   revenue and expense items at the average rate of exchange prevailing
          during the period.

Gains and losses from foreign currency transactions are included in the
statements of operations.


                                       14


<PAGE>


                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                NOVEMBER 30, 2007
                                    (AUDITED)
________________________________________________________________________________


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation issued to employees based on
SFAS No. 123R "Share Based Payment". SFAS No. 123R is a revision of SFAS No. 123
"Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees" and its related implementation
guidance. SFAS 123R establishes standards for the accounting for transactions in
which an entity exchanges its equity instruments for goods or services. It also
addresses transactions in which an entity incurs liabilities in exchange for
goods or services that are based on the fair value of the entity's equity
instruments or that may be settled by the issuance of those equity instruments.
SFAS 123R focuses primarily on accounting for transactions in which an entity
obtains employee services in share-based payment transactions. SFAS 123R does
not change the accounting guidance for share-based payment transactions with
parties other than employees provided in SFAS 123 as originally issued and
Emerging Issues Task Force Issue No. 96-18, "Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services".

SFAS 123R does not address the accounting for employee share ownership plans,
which are subject to AICPA Statement of Position 93-6, "Employers' Accounting
for Employee Stock Ownership Plans".

SFAS 123R requires an entity to measure the cost of employee services received
in exchange for an award of equity instruments based on the grant-date fair
value of the award (with limited exceptions). That cost will be recognized over
the period during which an employee is required to provide service in exchange
for the award - the requisite service period (usually the vesting period). SFAS
123R requires that the compensation cost relating to share-based payment
transactions be recognized in financial statements. That cost will be measured
based on the fair value of the equity or liability instruments issued. The scope
of SFAS 123R includes a wide range of share-based compensation arrangements
including share options, restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans.

As at November 30, 2007 the Company had not adopted a stock option plan nor had
it granted any stock options. Accordingly no stock-based compensation has been
recorded to date.

RECENT ACCOUNTING PRONOUNCEMENTS

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.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS 155 establishes 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 with those fiscal
years.


                                       15


<PAGE>


                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                NOVEMBER 30, 2007
                                    (AUDITED)
________________________________________________________________________________


RECENT ACCOUNTING PRONOUNCEMENTS (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. The Company is required to adopt FIN 48 on
November 1, 2007. Management does not expect the adoption of this statement to
have any impact on the Company's financial statements.

The Financial Accounting Standards Board has issued SFAS No. 155 "ACCOUNTING FOR
CERTAIN HYBRID FINANCIAL INSTRUMENTS AN AMENDMENT OF FASB STATEMENTS NO. 133 AND
140" and No. 156 "ACCOUNTING FOR SERVICING OF FINANCIAL ASSETS - AN AMENDMENT OF
FASB STATEMENT NO. 140", but they will not have a material effect in the
Company's results of operations or financial position.

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


NOTE 3 - 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
minimum exploration expenses of $57,500. As of November 30, 2007 the Company has
expended $2,880 and has to expend $9,620 prior to March 31, 2008.

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 4 - STOCKHOLDERS' EQUITY
________________________________________________________________________________

The Company's capitalization is 75,000,000 common shares with a par value of
$0.001 per share.

On November 16, 2006, the Company issued 9,500,000 common shares at $0.001 per
share to the sole director and President of the Company for cash proceeds of
$9,500 of which $9,500 remained as share subscription at November 30, 2006 and
was subsequently received. During October and November 2007 the Company issued a
further 560,000 shares to various investors at $0.02 per share for cash proceeds
of $11,200 to the Company.

NOTE 5 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

River Exploration, Inc. owes the sole director and President of the Company
$302. There are no definite repayment terms, no security or accruing interest.
Fair value cannot be determined.

On November 16, 2006 the Company issued 9,500,000 shares of common stock at
$0.001 per share to its sole director and President of the Company for cash
proceeds of $9,500.


                                       16


<PAGE>


                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                NOVEMBER 30, 2007
                                    (AUDITED)
________________________________________________________________________________


NOTE 6 - INCOME TAXES
________________________________________________________________________________

The Company has adopted FASB No. 109 for reporting purposes. As of November 30,
2007 the Company had net operating loss carry forwards of approximately $25,503
that may be available to reduce future years' taxable income and will expire
beginning in 2026. Availability of loss usage is subject to change of ownership
limitations under Internal Revenue Code 382. Future tax benefits which may arise
as a result of these losses have not been recognized in these financial
statements, as their realization is determined not likely to occur and
accordingly, the Company has recorded a valuation allowance for the future tax
loss carryforwards.


NOTE 7 - FINANCIAL INSTRUMENTS
________________________________________________________________________________

At November 30, 2007 the Company had the following financial liabilities in
Canadian dollars:


                          US equivalent       Canadian Dollars

Accrued liabilities          $2,752                $2,752

At November 30, 2007 the US dollar amounts were converted at a rate of $1.00
Canadian dollar to $1.00 US dollar.


NOTE 8 - SUPPLEMENTAL CASH FLOW INFORMATION
________________________________________________________________________________

                                         November 30,       November 30,
                                             2007               2006
________________________________________________________________________________

Non-Cash financing activities:
  Item effecting share capital:
    Share capital issued for share
      subscription receivable            $          -       $      9,500
    Share subscription receivable                   -             (9,500)
________________________________________________________________________________

                                         $          -       $          -
================================================================================


                                       17


<PAGE>



ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURES.

None

ITEM 8A.   CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, conducted an evaluation
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures, as defined in Rules 13a-15(e) and Rule 15d-15(e) under
the Exchange Act. Based on their most recent evaluation, which was completed
within 90 days of the filing of this Form 10-KSB, the Company's Chief Executive
Officer and Treasurer have identified that the lack of segregation of accounting
duties as a result of limited personnel resources is a material weakness of its
financial procedures. Other than for this exception Based upon his evaluation as
of November 30, 2007 he concluded that those disclosure controls and procedures
are effective.

Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial
reporting during the fiscal year ended November 30, 2007 that have materially
affected, or are reasonably likely to affect, the Company's internal control
over financial reporting.

Management's Report on Internal Control over Financial Reporting

River Exploration's management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rule 13a-15(f)
under the Exchange Act. Our internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America. Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also,
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.

An evaluation of the Company's disclosure controls and procedures was carried
out under the supervision and with the participation of our President and
Director within the 90 days preceding the filing date of this report. Our
President and Director concluded that the Company's disclosure controls and
procedures as currently in effect are effective in ensuring that the information
required to be disclosed by the Company in the reports it files or submits under
Section 13(a) - 14(c) of the Securities Exchange Act is (i) accumulated and
communicated to the Company's management in a timely manner and (ii) recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms.

There were no significant changes made to our internal control over financial
reporting during the period covered by this report that materially affected or
are reasonably likely to materially affect our internal control over financial
reporting.


                                       18


<PAGE>


ITEM 8B.  OTHER INFORMATION

None

                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS AND
          CORPORATE GOVERNANCE.

Identification of Directors and Executive Officers


Name            Age     Term Served         Title

Andrew Aird      66     Since inception     President, Secretary Treasurer,
                                            Principal Executive Officer
                                            Principal Financial Officer
                                            and sole member of the Board of
                                            Directors

There are no other persons nominated or chosen to become directors or executive
officers, nor do we have any employees other than above mentioned officer and
director.

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.

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.


                                       19


<PAGE>


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 10.   EXECUTIVE COMPENSATION.

Our current executive officer and director has not and does not receive any
compensation and has not received any restricted shares 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.

There are no annuity, pension or retirement benefits proposed to be paid our
officer and director 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.

ITEM 11.   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 12.   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.


                                       20


<PAGE>


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 13.   EXHIBITS.

The following exhibits are incorporated into this Form 10-KSB Annual Report:

Exhibit No.                             Description

    3.1      Articles of Incorporation [1]

    3.2      By-Laws of River Exploration, Inc. [2]

   31.1      Certification of Chief Executive Officer Pursuant to Rule
             13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934

   31.2      Certification of Chief Financial Officer Pursuant to Rule
             13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934*

   32.1      Certification of Chief Executive Officer under Section 1350 as
             Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

   32.2      Certification of Chief Financial Officer under Section 1350 as
             Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

[1]  Incorporated by reference from the Company's SB-2 filed with the Commission
     on September 11, 2007.

[2]  Incorporated by reference from the Company's SB-2 filed with the Commission
     on September 11, 2007.

  * Included in Exhibit 31.1
** Included in Exhibit 32.1

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES.

During the fiscal year ended November 30, 2007 we incurred approximately $
10,706 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, 2007, November 30, 2006, and the period ended May
31, 2007 and the review for the quarter ended August 31, 2007.

During the fiscal year ended November 30, 2007, 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.


                                   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.


Dated: February 21, 2008           RIVER EXPLORATION, INC.



                                   /s/ ANDREW AIRD
                                   ___________________________________
                                       Andrew Aird
                                       President, Secretary Treasury,
                                       Principal Executive Officer and
                                       Principal Financial Officer and
                                       Sole Director


                                       21