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: February 28, 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 (IRS Employer
of 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 March 16, 2009 the
registrant had 10,060,000 shares of common stock, $0.001 par value, issued and
outstanding.
RIVER EXPLORATION, INC.
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
(UNAUDITED)
FEBRUARY 28, 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
RIVER EXPLORATION, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM BALANCE SHEETS
February 28, 2009 November 30, 2008
_________________________________________________________________________________________________________________________
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 254 $ 2,487
Prepaid Expenses 604 604
_________________________________________________________________________________________________________________________
TOTAL ASSETS $ 858 $ 3,091
=========================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 13,151 $ 11,124
Due to related party (Note 5) 8,884 8,884
Loan (Note 4) 19,649 20,210
_________________________________________________________________________________________________________________________
TOTAL CURRENT LIABILITIES 41,684 40,218
_________________________________________________________________________________________________________________________
STOCKHOLDERS' EQUITY (DEFICIT )
Capital stock
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
10,060,000 (November 30, 2008,10,060,000) shares of common stock 10,060 10,060
Additional paid-in capital 10,640 10,640
Deficit accumulated during the exploration stage (61,526) (57,827)
_________________________________________________________________________________________________________________________
Total stockholders' deficit (40,826) (37,127)
_________________________________________________________________________________________________________________________
Total Liabilities and Stockholders' Equity (Deficit) $ 858 $ 3,091
=========================================================================================================================
Going Concern (Note 1)
Commitments (Note 3)
______________________
Director
The accompanying notes are an integral part of these interim financial statements
3
RIVER EXPLORATION, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2009
(UNAUDITED)
Cumulative results
of operations from
November 1, 2006
Three months ended Three months ended (date of inception)
February 28, 2009 February 29, 2008 to February 28, 2009
___________________________________________________________________________________________________________
EXPENSES
Office and general $ (478) $ (927) $ (7,477)
Foreign exchange gain/(loss) 561 - 5,175
Natural resource property
expenses (Note 3) - - (6,044)
Professional fees (3,782) (6,976) (53,180)
___________________________________________________________________________________________________________
NET AND COMPREHENSIVE LOSS $ (3,699) $ (7,903) $ (61,526)
===========================================================================================================
BASIC AND DILUTED NET LOSS PER
COMMON SHARE $ (0.00) $ (0.00)
============================================================================
WEIGHTED AVERAGE NUMBER OF
BASIC AND DILUTED COMMON
SHARES OUTSTANDING
10,060,000 10,060,000
============================================================================
The accompanying notes are an integral part of these interim financial statements
4
RIVER EXPLORATION, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
CUMULATIVE FROM INCEPTION NOVEMBER 1, 2006 TO FEBRUARY 28, 2009
(UNAUDITED)
Deficit
Accumulated
Common Stock Additional Share During the
____________________________ Paid-in Subscription Exploration
Number of shares Amount Capital Receivable Stage Total
________________________________________________________________________________________________________________________________
Common stock issued for cash at $0.001
per share
- - November 16, 2006 9,500,000 $ 9,500 $ - $ - $ - $ 9,500
- - Share Subscription receivable - - (9,500) - (9,500)
Net Loss for the period ended November
30, 2006 - - - (1,413) (1,413)
________________________________________________________________________________________________________________________________
Balance, November 30, 2006 9,500,000 9,500 - (9,500) (1,413) (1,413)
________________________________________________________________________________________________________________________________
Share Subscription Received - - - 9,500 - 9,500
Common stock issued for cash at $0.02
per share - October 2007 440,000 440 8,360 - 8,800
- November 2007 120,000 120 2,280 2,400
Net loss for year ended November
30, 2007 - - - - (24,090) (24,090)
________________________________________________________________________________________________________________________________
Balance, November 30, 2007 10,060,000 10,060 10,640 - (25,503) (4,803)
________________________________________________________________________________________________________________________________
Net loss for year ended November
30, 2008 (32,324) (32,324)
________________________________________________________________________________________________________________________________
Balance, November 30, 2008 10,060,000 10,060 10,640 (57,827) (37,127)
________________________________________________________________________________________________________________________________
Net loss for period ended February
28, 2009 - - - - (3,699) (3,699)
________________________________________________________________________________________________________________________________
Balance, February 28, 2009 10,060,000 $ 10,060 $ 10,640 $ - $ (61,526) $ (40,826)
================================================================================================================================
The accompanying notes are an integral part of these interim financial statements
5
RIVER EXPLORATION, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative results
of operations from
November 1, 2006
Three months ended Three months ended (date of inception)
February 28, 2009 February 29, 2008 to February 28, 2009
___________________________________________________________________________________________________________
OPERATING ACTIVITIES
Net loss for the period $ (3,699) $ (7,903) $ (61,526)
Foreign exchange (561) (4,900)
Adjustments to reconcile net loss to
net cash used in operating activities
- prepaid expense - - (604)
- accrued liabilities 2,027 7,149 13,151
___________________________________________________________________________________________________________
NET CASH USED IN OPERATING ACTIVITIES (2,233) (754) (53,879)
___________________________________________________________________________________________________________
INVESTING ACTIVITIES - - -
___________________________________________________________________________________________________________
FINANCING ACTIVITIES
Proceeds from issuance of common stock - - 20,700
Loans received - - 33,433
___________________________________________________________________________________________________________
NET CASH PROVIDED BY
FINANCING ACTIVITIES - - 54,133
___________________________________________________________________________________________________________
NET INCREASE IN CASH (2,233) (754) 254
CASH, BEGINNING OF PERIOD 2,487 2,251 -
___________________________________________________________________________________________________________
CASH, END OF PERIOD $ 254 $ 1,497 $ 254
===========================================================================================================
Supplemental cash flow information
Cash paid for:
Interest $ - $ - $ -
===========================================================================================================
Income taxes $ - $ - $ -
===========================================================================================================
The accompanying notes are an integral part of these interim financial statements
6
RIVER EXPLORATION, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 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 February 28, 2009 in
the amount of $61,526. 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 February 28, 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 months ended February 28, 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
February 28, 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.
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 Claim.
7
RIVER EXPLORATION, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2009
________________________________________________________________________________
NOTE 4- LOAN PAYABLE
________________________________________________________________________________
At February 28, 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 5- DUE TO RELATED PARTY
________________________________________________________________________________
River Exploration, Inc. owes the sole director and President of the Company
$8,884. There are no definite repayment terms, no security or accruing interest.
Fair value cannot be determined.
8
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 February 28,
2009.
Total expenses in the quarter ending February 28, 2009 were $3,699 resulting in
an operating loss for the fiscal quarter of $3,699. The operating loss for the
period is a result of professional fees in the amount of $3,782 in professional
fees and office and general in the amount of $478, offset by a foreign exchange
gain of $561.
As of February 28, 2009 the Director has advanced $8,884 to the Company and the
Company has obtained a loan of $19,649 ($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 February 28, 2009 the Company had $254 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.
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
9
bulldozer to locate the mineralized horizon along strike, (iii) perform
approximately 1,500 feet of diamond drilling on the Pretty Girl showing to test
the surface mineralization at depth, (iv) hand trench and blast the showing to
expose the adit and test for mineralization along strike and (v) hand trench and
blast the Delos showing if indicated. We have not yet been able to begin this
exploration activity to date because of a lack of funds.
The final stage consists of further diamond drilling to delineate grade and
tonnage and is contingent upon favorable results from the first two stages or
our exploration activity. We anticipate our exploration expenditures for
consulting services, core drilling and sample analysis to be $63,800. We 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 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
$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 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.
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.
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
10
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 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 February 28, 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, 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.
11
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 February 28, 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.
12
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: April 3, 2009