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, 2009
                                       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 [ ]
Smaller reporting company [X]
Non-accelerated filer     [ ] (Do not check if a 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 25, 2009 the
registrant had 70,230,000 shares of common stock,  $0.001 par value,  issued and
outstanding.


<PAGE>







                             RIVER EXPLORATION, INC.
                         (An Exploration Stage Company)

                              FINANCIAL STATEMENTS
                                   (Unaudited)


                                 AUGUST 31, 2009















INTERIM BALANCE SHEETS

INTERIM STATEMENTS OF OPERATIONS

INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

INTERIM STATEMENTS OF CASH FLOWS

NOTES TO THE INTERIM FINANCIAL STATEMENTS


                                       2


<PAGE>

<TABLE>
<CAPTION>

                             RIVER EXPLORATION, INC.
                         (An Exploration Stage Company)

                             INTERIM BALANCE SHEETS


                                                                 August 31, 2009     November 30, 2008
                                                                 (Unaudited)
______________________________________________________________________________________________________
<S>                                                                 <C>                 <C>

ASSETS

CURRENT ASSETS
   Cash                                                             $     982           $    2,487
   Prepaid expenses                                                         -                  604
______________________________________________________________________________________________________
TOTAL ASSETS                                                        $     982           $    3,091
======================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                         $  14,785           $   11,124
   Due to related party (Note 6)                                       17,384                8,884
   Loan (Note 5)                                                       22,831               20,210
______________________________________________________________________________________________________

TOTAL CURRENT LIABILITIES                                              55,000               40,218
______________________________________________________________________________________________________

STOCKHOLDERS' EQUITY (DEFICIT )
   Capital stock
     Authorized
      200,000,000 shares of common stock, $0.001 par value,
     Issued and outstanding
      70,230,000 shares of common stock (2008 - 452,700,000)           70,230              452,700
   Additional paid-in capital                                         (47,530)            (432,000)
   Deficit accumulated during the exploration stage                   (76,718)             (57,827)
______________________________________________________________________________________________________

   Total stockholders' deficit                                        (54,018)             (37,127)
______________________________________________________________________________________________________

   Total Liabilities and Stockholders' Equity (Deficit)             $     982           $    3,091
======================================================================================================



Going Concern (Note 1)
Commitments (Note 4)



______________________
Director


 The accompanying notes are an integral part of these interim financial statements

</TABLE>


                                       3

<PAGE>

<TABLE>
<CAPTION>

                                                   RIVER EXPLORATION, INC.
                                                (An Exploration Stage Company)

                                               INTERIM STATEMENTS OF OPERATIONS
                                                          (Unaudited)

                                                                                                                     Cumulative
                                                                                                                     results of
                                                                                                                   operations from
                                                                                                                  November 1, 2006
                                      Three months       Three months     Nine Months ended  Nine Months ended       (date of
                                          ended              ended         August 31, 2009    August 31, 2008      inception) to
                                     August 31, 2009    August 31, 2008                                           August 31, 2009
__________________________________________________________________________________________________________________________________
<S>                                   <C>                <C>                <C>                <C>                    <C>

EXPENSES

Office and general                    $       (662)      $        (444)     $      (1,440)     $      (2,190)         $  (8,440)
Foreign exchange gain/(loss)                   (24)                 85             (2,621)                85              1,993
Natural resource property
    expenses (Note 4)                            -                   -                  -             (3,163)            (6,044)
Professional fees                           (4,498)             (1,621)           (14,830)           (19,624)           (64,227)
__________________________________________________________________________________________________________________________________

NET and
  COMPREHENSIVE LOSS                  $     (5,184)      $      (1,980)     $     (18,891)     $     (24,892)         $ (76,718)
==================================================================================================================================




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                      70,228,370         452,700,000        230,747,847        452,700,000
==============================================================================================================


 The accompanying notes are an integral part of these interim financial statements

</TABLE>


                                       4

<PAGE>

<TABLE>
<CAPTION>

                                                  RIVER EXPLORATION, INC.
                                                (An Exploration Stage Company)

                                     INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                Cumulative from inception November 1, 2006 to August 31, 2009
                                                         (Unaudited)

                                                                                           Deficit
                                                                                           Accumulated
                                            Common Stock        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
  $0.000022 per share
- November 16, 2006                  427,500,000    $ 427,500   $(418,000)     $     -      $       -    $   9,500

- Share Subscription receivable                -            -           -       (9,500)             -       (9,500)

Net Loss for the period                        -            -           -            -         (1,413)      (1,413)
__________________________________________________________________________________________________________________

Balance, November 30, 2006           427,500,000      427,500    (418,000)      (9,500)        (1,413)      (1,413)
__________________________________________________________________________________________________________________

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

Common stock issued for cash at
  $0.00044 per share
    - October 2007                    19,800,000       19,800     (11,000)           -              -        8,800
    - November 2007                    5,400,000        5,400      (3,000)           -              -        2,400

Net loss for year                              -            -           -            -        (24,090)     (24,090)
__________________________________________________________________________________________________________________

Balance, November 30, 2007           452,700,000      452,700    (432,000)           -        (25,503)      (4,803)
__________________________________________________________________________________________________________________

Net loss for year                              -            -           -            -        (32,324)     (32,324)
__________________________________________________________________________________________________________________

Balance, November 30, 2008           452,700,000      452,700    (432,000)           -        (57,827)     (37,127)

Common stock redeemed at
  $0.000022 - March 25, 2009        (382,500,000)    (382,500)    374,000            -              -       (8,500)

Common stock issued for cash at
  $0.35 per share - June 2009             30,000           30      10,470            -              -       10,500

Net loss for period                            -            -           -            -        (18,891)     (18,891)

Balance, August 31, 2009              70,230,000    $  70,230   $ (47,530)     $     -      $ (76,718)   $ (54,018)

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

All share amounts have been restated to reflect the 45 to1 forward split in March 2009.


 The accompanying notes are an integral part of these interim financial statements

</TABLE>


                                       5

<PAGE>

<TABLE>
<CAPTION>

                                                   RIVER EXPLORATION, INC.
                                                (An Exploration Stage Company)
                                               INTERIM STATEMENTS OF CASH FLOWS
                                                         (Unaudited)
                                                                                                 Cumulative
                                                                                                 results of
                                                                                              operations from
                                                                                              November 1, 2006
                                                                                                  (date of
                                                  Nine Months ended     Nine Months ended      inception) to
                                                   August 31, 2009       August 31, 2008      August 31, 2009
______________________________________________________________________________________________________________
<S>                                                   <C>                   <C>                   <C>

OPERATING ACTIVITIES
  Net loss for the period                             $ (18,891)            $ (24,892)            $ (76,718)
   Foreign exchange                                       2,621                     -                (1,993)
  Adjustments to reconcile net loss to
     net cash used in operating activities
   - prepaid expense                                        604                     -                     -
   - accounts payable and accrued liabilities             3,661                (2,347)               14,785
______________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES                   (12,005)              (27,239)              (63,926)
______________________________________________________________________________________________________________

INVESTING ACTIVITY                                            -                     -                     -
______________________________________________________________________________________________________________

FINANCING ACTIVITIES
  Proceeds from issuance of common stock                 10,500                     -                31,200
  Loans received                                              -                27,628                33,708
______________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES                10,500                27,628                64,908
______________________________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH                          (1,505)                  389                   982

CASH, BEGINNING OF PERIOD                                 2,487                 2,251                     -
______________________________________________________________________________________________________________

CASH, END OF PERIOD                                   $     982             $   2,640             $     982
==============================================================================================================



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

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


Supplemental non cash transactions:
  Redemption of common stock and Loan
     from related party                               $   8,500             $       -             $   8,500
==============================================================================================================


 The accompanying notes are an integral part of these interim financial statements

</TABLE>


                                       6

<PAGE>



                             RIVER EXPLORATION, INC.
                         (An Exploration Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                   FOR THE THREE MONTHS ENDED AUGUST 31, 2009
________________________________________________________________________________


NOTE 1 - NATURE OF OPERATIONS
________________________________________________________________________________

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, 2009 in the
amount of $76,718.  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 and the  issuance  of shares to
various investors.

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
three and nine months ended August 31, 2009 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 discussed in Note 3 below.

NOTE 3 - RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
________________________________________________________________________________

Effective   December  1,  2008,  the  Company  adopted  Statement  of  Financial
Accounting  Standards No. 157, "Fair Value Measurements"  ("SFAS 157"). SFAS 157
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
generally accepted  accounting  principles (GAAP), and expands disclosures about
fair value measurements.  The adoption of SFAS 157 has not had any impact on the
Company's financial position, results of operations, or cash flows.

Effective   December  1,  2008,  the  Company  adopted  Statement  of  Financial
Accounting  Standards No. 159,  "The Fair Value Option for Financial  Assets and
Financial  Liabilities"  ("SFAS  159").  SFAS 159 permits  entities to choose to
measure many financial instruments,  and certain other items, at fair value. The
adoption of SFAS 159 has not had any impact on the Company's financial position,
results of operations, or cash flows.

Effective June 1, 2009, the Company  adopted  Statement of Financial  Accounting
Standards  No. 165,  "Subsequent  Events"  ("SFAS  165").  SFAS 165  establishes
general  standards of accounting  for and disclosure of subsequent  events.  The
adoption of SFAS 165 has not had any impact on the Company's financial position,
results of operations, or cash flows.
________________________________________________________________________________


                                       7


<PAGE>


                             RIVER EXPLORATION, INC.
                         (An Exploration Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                   FOR THE THREE MONTHS ENDED AUGUST 31, 2009
________________________________________________________________________________


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 a 100% undivided  interest in two mining claims located in
the Invermere area, British Columbia, Canada.

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

On March 23, 2009 the option agreement was further amended to extend the date of
the minimum exploration expense payment from March 31, 2009 to June 30, 2009.

As of August 31, 2009 the Company has expended  $6,043 in exploration  expenses.
The Company has not expended the required minimum  exploration  expenses by June
30, 2009, and has allowed the option agreement to lapse as of June 30, 2009.

NOTE 5 - LOAN PAYABLE
________________________________________________________________________________

At August 31, 2009 the Company had a loan of $19,649  (Cdn$25,000)  from a third
party for the purposes of funding its operations. The loan agreement establishes
no set date for repayment,  is non-interest bearing,  non-secured and is payable
on demand, accordingly fair value can not be reliably determined.

NOTE 6 - DUE TO RELATED PARTY
________________________________________________________________________________

River  Exploration,  Inc.  owes the sole  director and  President of the Company
$17,384.  There  are no  definite  repayment  terms,  no  security  or  accruing
interest. Fair value cannot be determined.

NOTE 7 - CAPITAL STOCK
________________________________________________________________________________

As of March 25,  2009,  the sole  Director  redeemed  382,500,000  shares of the
common stock in the Company.

On March 25, 2009 the Company  changed its  capitalization  from  75,000,000  to
200,000,000  common  shares with a par value of $0.001 per share.  No  preferred
shares have been authorized or issued.

On March 25, 2009 the directors of the Company approved a special  resolution to
undertake a forward  split of the common stock of the Company on a 45 new shares
for 1 old share.

All share  amounts  have been  restated to reflect  the 45 to1 forward  split in
March 2009.

On June 5, 2009,  the Company  issued 30,000 common stock at $0.35 per share for
gross proceeds of $10,500.

NOTE 8 - SUBSEQUENT EVENT
________________________________________________________________________________

The Company has evaluated  subsequent events from the balance sheet date through
September 25, 2009 and has determined that there are no events to disclose.


                                       8


<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,
2009.

Total expenses in the quarter ended August 31, 2009 were $5,184  resulting in an
operating  loss for the fiscal  quarter of $5,184.  The  operating  loss for the
period is a result of  professional  fees in the  amount of  $4,498,  office and
general in the amount of $662 and a foreign exchange loss of $24.

As of August 31, 2009 the Director  has advanced  $17,384 to the Company and the
Company has obtained a loan of $22,831 to maintain its operations. These amounts
are unsecured, non-interest bearing and without specific terms of repayment.

As at the quarter ended August 31, 2009 the Company had $982 of cash.

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  since  inception 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 investments by others through loans or sale of our common equity.

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

The company  initially  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 located in the Invermere area, British Columbia,
Canada.  Effective  June 30,  2009 the  company has allowed the option on Pretty
Girl 3 and  Pretty  Girl 4 claims  to lapse  and no longer  has an  interest  in
exploring these claims.

The  company  is  negotiating  an  option on a mineral  deposit  in China.  Upon
successful  negotiation  of the option on the mineral  deposit in China and over
the next 12 months we plan to begin our  staged  development  activities  on the
mineral  deposit  to  increase  the data in the  project  database,  expand  the


                                       9


<PAGE>


geological information  incorporated in the resource model, further validate the
historical  drilling  database and test to confirm the reliability of the atomic
absorption assays.

These  planned  development  activities  will be  dependant  on our  ability  to
successfully negotiate an option on the mineral deposit in China and our ability
to raise  additional  funds.  We also expect to spend an  additional  $15,000 on
administration and office expenses.

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

We do  anticipate  hiring  two  employees.  We  anticipate  that any work on the
negotiated  mineral  deposit  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
$15,000 over the same period. Our officer and director,  Mr. Aird has undertaken
to provide the Company with  operating  capital to sustain our business over the
next  twelve  month  period,  as the  expenses  are  incurred,  in the form of a
non-secured  loan.  However,  there is no contract in place or written agreement
securing  this  undertaking.  Management  believes if the Company  cannot  raise
sufficient  revenues or maintain our reporting  status with the SEC we will have
to cease all efforts  directed  towards the  Company.  As such,  any  investment
previously made would be lost in its entirety.

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

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

ITEM 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

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.


                                       10


<PAGE>


As of August 31, 2009  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
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, 2009 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.


                                       11


<PAGE>


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, 2009 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.

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

On March 25, 2009 the Board of Directors the consenting  stockholder adopted and
approved a resolution to effect an amendment to our Articles of Incorporation to
effect a forward split of all issued and outstanding  shares of common stock, at
a ratio of forty-five-for-one (the "Forward Stock Split").

The Board of  Directors  and the  consenting  stockholder  have also  approved a
resolution to effect an amendment to our Articles of  Incorporation  to increase
the number of authorized  shares of common stock from 75,000,000 to 200,000,000.
The Company provided notice to shareholders filed on Schedule 14 with the SEC on
April 29, 2009.

ITEM 5. OTHER INFORMATION

None


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<PAGE>


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 13, 2009








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