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


                                    FORM 10-Q


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


                For the quarterly period ended: August 31, 2008
                                       or


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


      For the transition period from ________________ to __________________


                        Commission File Number 333-145979


                             RIVER EXPLORATION, INC.
           ___________________________________________________________
           (Exact name of business issuer as specified in its charter)


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


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


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


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 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 [ ] (Do not check if a       Smaller reporting company [X]
                          smaller reporting company)


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


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest  practicable date: As of September 19, 2008, the
registrant had 10,060,000 shares of common stock,  $0.001 par value,  issued and
outstanding.


<PAGE>



                                TABLE OF CONTENTS


                                                                           Page
                                                                          Number


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements - Unaudited

Interim Balance Sheets as of August 31, 2008 and November 30, 2007           4

Interim Statements of Operations for the three months
ended August 31, 2008; the three months ended August 31, 2007;
the nine months ended August 31, 2008; the nine months ended
August 31, 2007 and cumulative results from inception
(November 1, 2006) to August 31, 2008                                        5

Interim Statement of Stockholders Equity (Deficit) cumulative from
inception November 1, 2006 to August 31, 2008                                6

Interim Statements of Cash Flows for the three months
ended August 31, 2008; the three months ended August 31, 2007;
the nine months ended August 31, 2008; the nine months ended
August 31, 2007 and cumulative results from inception
(November 1, 2006) to August 31, 2008                                        7

Notes to Interim Financial Statements for the nine months
ended August 31, 2008                                                        8

Item 2. Management's Discussion and Analysis and Plan of Operation          10

Item 3. Qualitative and Quantitative Disclosures about Market Risk          12

Item  4. Controls and Procedures                                            12

Item 4T. Controls and Procedures                                            12

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                   13

Item 1A. Risk Factors                                                       14

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds         14

Item 3. Defaults Upon Senior Securities                                     14

Item 4. Submission of Matters to a Vote of Security Holders                 14

Item 5. Other Information                                                   14

Item 6. Exhibits                                                            14


                                       2


<PAGE>




                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)

                          INTERIM FINANCIAL STATEMENTS

                       (UNAUDITED-PREPARED BY MANAGEMENT)

                                 AUGUST 31, 2008















INTERIM BALANCE SHEETS

INTERIM STATEMENTS OF OPERATIONS

INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

INTERIM STATEMENTS OF CASH FLOWS

NOTES TO THE INTERIM FINANCIAL STATEMENTS


                                       3


<PAGE>


<TABLE>
<CAPTION>

                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)

                             INTERIM BALANCE SHEETS
                                  MAY 31, 2008
                 (WITH COMPARATIVE FIGURES AT NOVEMBER 30, 2007)

                                                        August 31, 2008      November 30, 2007
                                                          (Unaudited)            (Audited)
______________________________________________________________________________________________
<S>                                                         <C>                   <C>

ASSETS

CURRENT ASSETS
   Cash                                                     $  2,640              $  2,251
______________________________________________________________________________________________

TOTAL ASSETS                                                $  2,640                $2,251
==============================================================================================

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                 $  4,406              $  6,752
   Due to related party (Note 7)                               3,465                   302
   Loan (Note 6)                                              24,464
______________________________________________________________________________________________

TOTAL CURRENT LIABILITIES                                     32,335                 7,054
______________________________________________________________________________________________

STOCKHOLDER'S EQUITY (DEFICIT)
   Capital stock (note 5)
       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          (50,395)              (25,503)
______________________________________________________________________________________________

   Total stockholder's deficit                               (29,695)               (4,803)
______________________________________________________________________________________________

   Total Liabilities and Stockholder's Equity               $  2,640              $  2,251
==============================================================================================


Going Concern (Note 1)
Commitments (Note 4)



______________________
Director


    The accompanying notes are an integral part of these financial statements

</TABLE>

                                       4


<PAGE>

<TABLE>
<CAPTION>

                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)

                        INTERIM STATEMENTS OF OPERATIONS
                       (UNAUDITED-PREPARED BY MANAGEMENT)

                                                                                                               Cumulative
                                                                                                               results of
                                                                                                             operations from
                                                                                                               November 1,
                               Three months        Three months        Nine months         Nine months        2006 (date of
                                   ended               ended               ended               ended          inception) to
                              August 31, 2008     August 31, 2007     August 31, 2008     August 31,2007     August 31, 2008
____________________________________________________________________________________________________________________________
<S>                             <C>                 <C>                 <C>                 <C>                   <C>

EXPENSES

Office and general             $       (359)         $      (26)        $    (2,105)        $     (328)         $  (5,769)
Natural resource property
   expenses (Note 3)                      -                   -              (3,163)            (2,880)            (6,044)
Professional fees                    (1,621)             (4,302)            (19,624)           (13,311)           (38,582)
____________________________________________________________________________________________________________________________

NET AND
COMPREHENSIVE LOSS             $     (1,980)         $   (4,328)        $   (24,892)        $  (16,519)         $ (50,395)
============================================================================================================================

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

WEIGHTED AVERAGE NUMBER
OF BASIC AND DILUTED
COMMON SHARES OUTSTANDING        10,060,000           9,500,000          10,060,000          9,500,000
======================================================================================================


    The accompanying notes are an integral part of these financial statements

</TABLE>

                                       5


<PAGE>

<TABLE>
<CAPTION>

                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)

               INTERIM STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
           CUMULATIVE FROM INCEPTION NOVEMBER 1, 2006 TO MAY 31, 2008
                       (UNAUDITED-PREPARED BY MANAGEMENT)

                                                                                                             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 the 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 nine months ended
August 31, 2008                                        -             -             -                -         (24,892)      (24,892)
____________________________________________________________________________________________________________________________________

Balance, August 31, 2008                      10,060,000      $ 10,060      $ 10,640        $       -       $ (50,395)     $(29,695)
====================================================================================================================================


    The accompanying notes are an integral part of these financial statements

</TABLE>

                                       6


<PAGE>

<TABLE>
<CAPTION>

                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                        INTERIM STATEMENTS OF CASH FLOWS
                       (UNAUDITED-PREPARED BY MANAGEMENT)


                                                                                                                      Cumulative
                                                                                                                      results of
                                                                                                                    operations from
                                                                                                                      November 1,
                                      Three months        Three months        Nine months         Nine months        2006 (date of
                                          ended               ended               ended               ended          inception) to
                                     August 31, 2008     August 31, 2007     August 31, 2008     August 31,2007     August 31, 2008
____________________________________________________________________________________________________________________________________
<S>                             <C>                 <C>                 <C>                 <C>                   <C>

OPERATING ACTIVITIES
  Net loss for the period                      $ (1,980)        $ (4,328)         $(24,892)        $(16,519)        $(50,395)
  Adjustments to reconcile net loss
    to net cash used in operating
    activities
    - prepaid expense                                 -           (1,000)                -           (2,500)               -
    - natural resource property costs                 -                -             3,163            2,880            6,043
    - accrued liabilities                       (19,935)           4,301            (2,034)          13,310            4,719
    - shareholder loan                                -                -                 -           (1,111)
_______________________________________________________________________________________________________________________________

NET CASH USED IN
OPERATING ACTIVITIES                            (21,915)          (1,027)          (24,076)          (3,940)         (39,946)
_______________________________________________________________________________________________________________________________

INVESTING ACTIVITY
  Acquisition of natural resource
  property                                            -                -            (3,163)          (2,880)          (6,043)
_______________________________________________________________________________________________________________________________

FINANCING ACTIVITIES
   Proceeds from issuance of common
      stock                                           -                -                 -                -           20,700
   Share subscription received                                                           -            9,500                -
   Due to related party                               -                -             3,163                -            3,465
   Loan                                               -                -            24,465                            24,464
_______________________________________________________________________________________________________________________________

NET CASH PROVIDED BY
FINANCING ACTIVITIES                                  -                -            27,628            9,500           48,629
_______________________________________________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH                 (21,915)          (1,027)              389            2,680            2,640

CASH, BEGINNING OF PERIOD                        24,555            3,707             2,251                -                -
_______________________________________________________________________________________________________________________________

CASH, END OF PERIOD                            $  2,640         $  2,680          $  2,640         $  2,680         $  2,640

===============================================================================================================================



Supplemental cash flow information:
Cash paid for:
   Interest                                    $      -         $      -          $      -         $      -
===============================================================================================================================

   Income taxes                                $      -         $      -          $      -         $      -

===============================================================================================================================


    The accompanying notes are an integral part of these financial statements

</TABLE>

                                       7


<PAGE>


                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                    FOR THE NINE MONTHS ENDED AUGUST 31, 2008
                       (UNAUDITED-PREPARED BY MANAGEMENT)
________________________________________________________________________________


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 August 31, 2008 in the
amount of $50,395 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 August 31, 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 - BASIS OF PRESENTATION
________________________________________________________________________________

These interim  financial  statements  have been prepared in accordance with U.S.
generally accepted accounting  principles for financial information and with the
instructions  to Form 10-Q and Item  310(b) of  Regulation  S. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
nine months ended August 31, 2008 are not necessarily  indicative of the results
that may be  expected  for any  interim  period or an entire  year.  The Company
applies  the same  accounting  policies  and  methods in its  interim  financial
statements  as those in the most recent  audited  annual  financial  statements,
except as noted in note 3.

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 157 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.


                                       8


<PAGE>


                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                    NOTES TO INTERIM THE FINANCIAL STATEMENTS
                    FOR THE NINE MONTHS ENDED AUGUST 31, 2008
                      (UNAUDITED - PREPARED BY MANAGEMENT)
________________________________________________________________________________


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  original  option  agreement,  must  complete
exploration  expenditures  of $12,500 on or before March 31, 2008, and a further
$45,000 of completed  exploration  expenditures on or before March 31, 2009, for
aggregate  minimum  exploration  expenses  of  $57,500.  The  first  tranche  of
exploration  expenditures  under the option agreement were extended to September
30,  2008,  and  extended  again to March 31,  2009.  As of August 31,  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- 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 6 - LOAN PAYABLE
________________________________________________________________________________

At August 31, 2008 the Company had a loan of $24,464  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 the
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
$3,465. There are no definite repayment terms, no security or accruing interest.
Fair value cannot be determined.


                                       9


<PAGE>


ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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 did not  generate  any revenue  during the quarter  ended August 31,
2008.

Total expenses in the quarter ending August 31, 2008 were $1,980 resulting in an
operating  loss for the fiscal  quarter of $1,980.  The  operating  loss for the
period is a result of professional  fees in the amount of $1,621 in professional
fees and office and general expenses in the amount of $359.

As of August 31, 2008 the Director  has  advanced  $3,465 to the Company and the
Company has obtained a loan of $24,464 to maintain its operations. These amounts
are unsecured, non-interest bearing and without specific terms of repayment.

As at the  quarter  ended  August 31,  2008 the  Company  had $2,640 of cash and
accounts payable of $4,406.

Our  auditors  have  issued a going  concern  opinion.  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 is
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.

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.

PLAN OF OPERATION

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

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


                                       10


<PAGE>


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 also
expect to spend an additional $12,000 on administration and office expenses.

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.

OFF BALANCE SHEET ARRANGEMENTS

As of the date of this  quarterly  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
$11,200 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  (amended)  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.


                                       11


<PAGE>


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 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller  reporting  company as defined by Rule 12b-2 of the  Securities
Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Based on their most recent evaluation, which was completed within 90 days of the
filing of this Form 10-Q, 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,  the  Company's  Chief  Executive  Officer  and
treasurer believe the Company's  disclosure  controls and procedures (as defined
in  Exchange  Act  Rules  13a-14  and  15d-14)  are  effective  to  ensure  that
information  required  to  be  disclosed  by  the  Company  in  this  report  is
accumulated  and  communicated  to  the  Company's  management,   including  its
principal executive officer and principal financial officer, as appropriate,  to
allow timely decisions regarding required disclosure.  There were no significant
changes  in  the  Company's  internal  controls  or  other  factors  that  could
significantly  affect these controls  subsequent to the date of their evaluation
and there were no corrective actions with regard to significant deficiencies and
material weaknesses.

ITEM 4T. CONTROLS AND PROCEDURES

The management of the Company is responsible  for  establishing  and maintaining
adequate   internal   control   over   financial   reporting,   as  required  by
Sarbanes-Oxley  (SOX)  Section  404  A.  The  Company's  internal  control  over
financial reporting is a process designed under the supervision of the Company's
Chief  Executive  Officer  and Chief  Financial  Officer to  provide  reasonable
assurance  regarding the reliability of financial  reporting and the preparation
of the Company's  financial  statements for external purposes in accordance with
U.S. generally accepted accounting principles.

As of August 31, 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 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 and lack of a majority of outside  directors on the Company's 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;  (3)  insufficient
written  policies and procedures  for  accounting  and financial  reporting with
respect  to the  requirements  and  application  of US GAAP  and SEC  disclosure
requirements;  and (4) ineffective controls over period end financial disclosure


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<PAGE>


and reporting processes.  The aforementioned material weaknesses were identified
by the Company's  Chief  Financial  Officer in connection with the review of our
financial statements as of August 31, 2008 and communicated to our management.

Management believes that the material weaknesses set forth in items (2), (3) and
(4) above did not have an affect on the Company's  financial  results.  However,
management believes that the lack of a functioning audit committee and lack of a
majority of outside directors on the Company's board of directors,  resulting in
ineffective  oversight in the  establishment and monitoring of required internal
controls  and  procedures  can  result  in the  Company's  determination  to its
financial  statements  for the future  years.

We are  committed  to  improving  our  financial  organization.  As part of this
commitment,  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
the  Company:  i)  Appointing  one or more  outside  directors  to our  board of
directors who shall be appointed to the audit committee of the Company resulting
in a fully  functioning  audit committee who will undertake the oversight in the
establishment and monitoring of required  internal controls and procedures;  and
ii) Preparing and implementing  sufficient written policies and checklists which
will set forth procedures for accounting and financial reporting with respect to
the requirements and application of US GAAP and SEC disclosure requirements.

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 the Company's  Board.  In addition,  management  believes that  preparing and
implementing   sufficient  written  policies  and  checklists  will  remedy  the
following material  weaknesses (i) insufficient  written policies and procedures
for accounting  and financial  reporting  with respect to the  requirements  and
application of US GAAP and SEC  disclosure  requirements;  and (ii)  ineffective
controls  over period end  financial  close and  reporting  processes.  Further,
management  believes  that  the  hiring  of  additional  personnel  who have the
technical  expertise and knowledge will result proper  segregation of duties and
provide more checks and balances  within the  department.  Additional  personnel
will also provide the cross training  needed to support the Company if personnel
turn over issues within the department  occur. This coupled with the appointment
of additional  outside directors will greatly decrease any control and procedure
issues the company may encounter in the future.

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  quarter  ended  August 31, 2008 that have
materially  affected or are reasonably likely to materially affect, our internal
controls over financial reporting.

                           PART II. OTHER INFORMATION

ITEM 1. 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.


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<PAGE>


ITEM 1A.  RISK FACTORS

We are a smaller  reporting  company as defined by Rule 12b-2 of the  Securities
Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

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


                                   SIGNATURES


Pursuant to the  requirements  of the Exchange Act or 1934,  the  registrant has
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:  October 10, 2008


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