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: May 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 [ ]
Non-accelerated filer     [ ] (Do not check if a smaller reporting company)
Smaller reporting company [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 [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of July 10, 2009 the
registrant had 70,200,000 shares of common stock, $0.001 par value, issued and
outstanding.


<PAGE>









                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)

                              FINANCIAL STATEMENTS
                                   (UNAUDITED)


                                  MAY 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>


                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)

                             INTERIM BALANCE SHEETS


                                                   May 31, 2009     November 30,
                                                   (Unaudited)         2008
________________________________________________________________________________

ASSETS

CURRENT ASSETS
   Cash                                              $     59        $   2,487
   Prepaid Expenses                                       604              604
________________________________________________________________________________

TOTAL ASSETS                                         $    663        $   3,091
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable and accrued liabilities          $ 19,805        $  11,124
   Due to related party (Note 5)                       17,384            8,884
   Loan (Note 4)                                       22,808           20,210
________________________________________________________________________________

TOTAL CURRENT LIABILITIES                              59,997           40,218
________________________________________________________________________________

STOCKHOLDERS' EQUITY (DEFICIT )
   Capital stock
   Authorized
      200,000,000 shares of common stock,
      $0.001 par value,
   Issued and outstanding
      70,200,000 shares of common stock                70,200          452,700
   Additional paid-in capital                         (58,000)        (432,000)
   Deficit accumulated during the exploration
      stage                                           (71,534)         (57,827)
________________________________________________________________________________

   Total stockholders' deficit                        (59,334)         (37,127)
________________________________________________________________________________

   Total Liabilities and Stockholders' Equity
      (Deficit)                                      $    663        $   3,091
================================================================================



Going Concern (Note 1)
Commitments (Note 3)



______________________
Director


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

                                       3


<PAGE>

<TABLE>
<CAPTION>

                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)

                        INTERIM STATEMENTS OF OPERATIONS
                     FOR THE THREE MONTHS ENDED MAY 31, 2009
                                   (UNAUDITED)

                                                                                                                 Cumulative
                                                                                                                 results of
                                                                                                               operations from
                                                                                                                 November 1,
                                Three months       Three months         Six months          Six months          2006 (date of
                                    ended              ended               ended               ended            inception) to
                                May 31, 2009       May 31, 2008        May 31, 2009        May 31, 2008         May 31, 2009
______________________________________________________________________________________________________________________________
<S>                             <C>                 <C>                 <C>                 <C>                   <C>

EXPENSES

Office and general              $       (300)      $       (819)        $      (778)       $     (1,746)          $  (7,778)
Foreign exchange gain/(loss)          (3,158)                 -              (2,597)                  -               2,017
Natural resource property
expenses (Note 3)                          -             (3,163)                  -              (3,163)             (6,044)
Professional fees                     (6,550)           (11,027)            (10,332)            (18,003)            (59,729)
______________________________________________________________________________________________________________________________

NET AND COMPREHENSIVE LOSS      $    (10,008)      $    (15,009)        $   (13,707)       $    (22,912)          $ (71,534)
==============================================================================================================================


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                70,200,000        452,700,000          70,200,000         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 MAY 31, 2009
                                   (UNAUDITED)

                                                                                                             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                           427,500,000    $ 427,500     $(418,000)       $       -       $       -      $  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                    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
$0.001 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 ended November 30,
2007                                                    -            -             -                -         (24,090)      (24,090)
____________________________________________________________________________________________________________________________________

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

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

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

Net loss for period ended May 31, 2009                  -            -             -                -         (13,707)      (13,707)
Shares redeemed at $0.001                    (382,500,000)    (382,500)      374,000                -               -        (8,500)
____________________________________________________________________________________________________________________________________

Balance, May 31, 2009                          70,200,000    $  70,200     $ (58,000)       $       -       $ (71,534)     $(59,334
====================================================================================================================================


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 financialstatements

</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
                                            Three months      Three months       Six months       Six months      of inception)
                                           ended May 31,      ended May 31,     ended May 31,    ended May 31,     to May 31,
                                                2009              2008              2009             2008             2009
_______________________________________________________________________________________________________________________________
<S>                                            <C>              <C>               <C>              <C>              <C>

OPERATING ACTIVITIES
   Net loss for the period                     $(10,008)        $(15,009)         $(13,707)        $(22,912)        $(71,534)
   Foreign exchange                               3,158                -             2,597                -            2,017
   Adjustments to reconcile net loss to
   net cash used in operating activities
   -  prepaid expense                                 -                -                 -                -             (604)
   - accrued liabilities                          6,655           10,439             8,682           17,588           19,806
_______________________________________________________________________________________________________________________________

NET CASH USED IN
OPERATING ACTIVITIES                               (195)          (4,570)           (2,428)          (5,324)         (50,315)
_______________________________________________________________________________________________________________________________

INVESTING ACTIVITIES                                  -                -                 -                -                -
_______________________________________________________________________________________________________________________________

FINANCING ACTIVITIES
Proceeds from issuance (redemption)
of common stock                                  (8,500)               -            (8,500)               -           12,200
Loans received                                    8,500           27,627             8,500           27,627           38,174
_______________________________________________________________________________________________________________________________

NET CASH PROVIDED BY
FINANCING ACTIVITIES                                  -           27,627                 -           27,627           50,374
_______________________________________________________________________________________________________________________________

NET INCREASE IN CASH                               (195)          23,057            (2,428)          22,303               59

CASH, BEGINNING OF PERIOD                           254            1,497             2,487            2,251                -
_______________________________________________________________________________________________________________________________

CASH, END OF PERIOD                            $     59         $ 24,554          $     59         $ 24,554         $     59
===============================================================================================================================



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

   INCOME TAXES                                $      -         $      -          $      -         $      -         $      -
===============================================================================================================================


 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 MAY 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 May 31, 2009 in the
amount of $71,534. 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 May 31, 2009 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
three and six months ended May 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.


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 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. As of May
31, 2009 the Company has expended $6,043 in exploration expenses and has to
expend $51,457 prior 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.
Since the Balance Sheet date, the Company has not expended any more exploration
expenses and has allowed the option agreement to lapse as from June 30, 2009.


NOTE 4 - LOAN PAYABLE
________________________________________________________________________________

At May 31, 2009 the Company had a loan of $22,808 (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.


                                       7


<PAGE>


                             RIVER EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                     FOR THE THREE MONTHS ENDED MAY 31, 2009
________________________________________________________________________________


NOTE 5 - 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 6 - CAPITAL STOCK
________________________________________________________________________________

As of March 24, 2009, the sole Director redeemed 382,500,000 shares of the
common stock in the Company.

On March 24, 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 24, 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.







                                       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 May 31, 2009.

Total expenses in the quarter ending May 31, 2009 were $10,008 resulting in an
operating loss for the fiscal quarter of $10,008. The operating loss for the
period is a result of professional fees in the amount of $6,550 in professional
fees, office and general in the amount of $300 and foreign exchange loss of
$3,158.

As of May 31, 2009 the Director has advanced $17,384 to the Company and the
Company has obtained a loan of $22,808 ($25,000 CDN) to maintain its operations.
These amounts are unsecured, non-interest bearing and without specific terms of
repayment.

As at the quarter ended May 31, 2009 the Company had $59 of cash and prepaid
expenses of $604.

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


                                       9


<PAGE>


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 also had 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.

On March 23, 2009 the Option Agreement was amended to extend the date for
payment of the minimum exploration expenses of $57,500 from March 31, 2009 to
June 30, 2009. 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 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.


                                       10


<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

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 May 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 May 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


                                       11


<PAGE>


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 May 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.


                                       12


<PAGE>


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.


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

On March 24, 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


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


                                       13


<PAGE>


                                   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: July 15, 2009





















                                       14