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. 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 RIVER EXPLORATION, INC. (An Exploration Stage Company) INTERIM BALANCE SHEETS August 31, 2009 November 30, 2008 (Unaudited) ______________________________________________________________________________________________________ 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 3 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 __________________________________________________________________________________________________________________________________ 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 4 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 __________________________________________________________________________________________________________________ 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 5 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 ______________________________________________________________________________________________________________ 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 6 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 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 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 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 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 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 12 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 13