-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lwmi1Uo+ZMExK56pFE6ozSWROLzl4jNF/9VyXHQzjKzvj7SLzxQSDKF+9q7f5fWQ dqNHSceUfpPb8QFma/ulbw== 0001092306-08-000253.txt : 20080409 0001092306-08-000253.hdr.sgml : 20080409 20080409132112 ACCESSION NUMBER: 0001092306-08-000253 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080229 FILED AS OF DATE: 20080409 DATE AS OF CHANGE: 20080409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVER EXPLORATION, INC. CENTRAL INDEX KEY: 0001407343 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 205886006 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-145979 FILM NUMBER: 08747218 BUSINESS ADDRESS: STREET 1: 112 NORTH CURRY STREET CITY: CARSON CITY STATE: NV ZIP: 89703 BUSINESS PHONE: 775-321-8267 MAIL ADDRESS: STREET 1: 112 NORTH CURRY STREET CITY: CARSON CITY STATE: NV ZIP: 89703 10QSB 1 river10qsb.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: February 29, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT 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 __________________________ (Issuers telephone number) Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act 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 shell company (as defined in rule 12b-2 of the Exchange Act). Yes [X] No [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of April 7, 2008, the registrant had 10,060,000 shares of common stock, $0.001 par value, issued and outstanding. Transitional Small Business Disclosure Format (check one). Yes [ ] No [X] TABLE OF CONTENTS Page Number PART I - FINANCIAL INFORMATION Item 1. Financial Statements - Unaudited Interim Balance Sheets as of February 29, 2008 and November 30, 2007.........4 Interim Statements of Operations for the three months ended February 29, 2008; the three months ended February 28, 2007 cumulative results from inception (November 1, 2006) to February 29, 2008 ...........................................................5 Interim Statement of Stockholders Equity (Deficit) cumulative from inception November 1, 2006 to February 29, 2008..............................6 Interim Statements of Cash Flows for the three months ended February 29, 2008 and February 28, 2007; and cumulative results from November 1, 2006 (date of inception) to February 29, 2008.......7 Notes to Interim Financial Statements for the three months ended February 29, 2008......................................................8 Item 2. Management's Discussion and Analysis and Plan of Operation..........10 Item 3. Controls and Procedures.............................................12 PART II - OTHER INFORMATION Item 1. Legal Proceedings...................................................12 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ........12 Item 3. Defaults Upon Senior Securities ....................................12 Item 4. Submission of Matters to a Vote of Security Holders ................12 Item 5. Other Information ..................................................13 Item 6. Exhibits ...........................................................13 2 RIVER EXPLORATION, INC. (An Exploration Stage Company) INTERIM FINANCIAL STATEMENTS (Unaudited - Prepared by Management) FEBRUARY 29, 2008 INTERIM BALANCE SHEETS INTERIM STATEMENTS OF OPERATIONS INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) INTERIM STATEMENTS OF CASH FLOWS NOTES TO THE INTERIM FINANCIAL STATEMENTS 3 RIVER EXPLORATION, INC. (An Exploration Stage Company) INTERIM BALANCE SHEETS FEBRUARY 29, 2008 (With comparative figures at November 30, 2007) February 29, 2008 November 30, 2007 (Unaudited) (Audited) ________________________________________________________________________________ ASSETS CURRENT ASSETS Cash $ 1,497 $ 2,251 ________________________________________________________________________________ TOTAL ASSETS $ 1,497 $ 2,251 ================================================================================ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable and accrued liabilities $ 13,901 $ 6,752 Due to related party 302 302 ________________________________________________________________________________ 14,203 7,054 ________________________________________________________________________________ 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, 2007 - 10,060,000) shares of common stock 10,060 10,060 Additional paid-in capital 10,640 10,640 Share subscription receivable - - Deficit accumulated during the exploration stage (33,406) (25,503) ________________________________________________________________________________ Total stockholders' deficit (12,706) (4,803) ________________________________________________________________________________ Total Liabilities and Stockholders' Equity (Deficit) $ 1,497 $ 2,251 ================================================================================ Going Concern (Note 1) Commitments (Note 4) ______________________ Director The accompanying notes are an integral part of these financial statements 4
RIVER EXPLORATION, INC. (An Exploration Stage Company) INTERIM STATEMENTS OF OPERATIONS (Unaudited - Prepared by Management) Cumulative results of operations from November 1, Three months Three months 2006 (date of ended ended inception) to February 29, February 28, February 29, 2008 2007 2008 _________________________________________________________________________________________________ EXPENSES Office and general $ (927) $ (302) $ (4,592) Natural resource property expenses (Note 4) - - (2,880) Professional fees (6,976) - (25,934) _________________________________________________________________________________________________ NET LOSS $ (7,903) $ (302) $ (33,406) ================================================================================================= 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 9,500,000 ============================================================================= The accompanying notes are an integral part of these financial statements
5
RIVER EXPLORATION, INC. (An Exploration Stage Company) INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) Cumulative from inception November 1, 2006 to February 29, 2008 (Unaudited - Prepared by Management) Deficit Accumulated Common Stock Additional Share During the _____________________________ Paid-in Subscription Exploration Number of shares Amount Capital Receivable Stage Total ____________________________________________________________________________________________________________________________________ Common stock issued for cash at $0.001 per share - - November 16, 2006 9,500,000 $ 9,500 $ - $ - $ - $ 9,500 - - Share Subscription receivable - - - (9,500) - (9,500) Net Loss for the period ended November 30, 2006 - - - - (1,413) (1,413) ____________________________________________________________________________________________________________________________________ Balance, November 30, 2006 9,500,000 9,500 - (9,500) (1,413) (1,413) ____________________________________________________________________________________________________________________________________ Share Subscription Received - - - 9,500 - 9,500 Common stock issued for cash at $0.02 per share - October 2007 440,000 440 8,360 - 8,800 - November 2007 120,000 120 2,280 2,400 Net loss for the year ended November 30, 2007 - - - - (24,090) (24,090) ____________________________________________________________________________________________________________________________________ Balance, November 30, 2007 10,060,000 10,060 10,640 - (25,503) (4,803) ____________________________________________________________________________________________________________________________________ Net loss for the period ended February 29, 2008 - - - - (7,903) (7,903) ____________________________________________________________________________________________________________________________________ Balance, February 29, 2008 10,060,000 $ 10,060 $ 10,640 $ - $ (33,406) $(12,706) ==================================================================================================================================== The accompanying notes are an integral part of these financial statements
6
RIVER EXPLORATION, INC. (An Exploration Stage Company) INTERIM STATEMENTS OF CASH FLOWS (Unaudited - Prepared by Management) Cumulative results of operations from November 1, Three months Three months 2006 (date of ended ended inception) to February 29, February 28, February 29, 2008 2007 2008 _________________________________________________________________________________________________ CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the period $ (7,903) $ (302) $ (33,406) Adjustment to reconcile net loss to net cash used in operating activities - accounts payable and accrued liabilities 7,149 - 13,901 _________________________________________________________________________________________________ NET CASH USED IN OPERATING ACTIVITIES (754) - (19,505) _________________________________________________________________________________________________ CASH FLOW FROM INVESTING ACTIVITY - - - _________________________________________________________________________________________________ CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common stock - - 20,700 Share subscription received - 9,500 - Shareholder loan - 302 302 _________________________________________________________________________________________________ NET CASH PROVIDED BY FINANCING ACTIVITIES - 9,802 21,302 _________________________________________________________________________________________________ NET INCREASE (DECREASE) IN CASH (754) 9,500 1,497 CASH, BEGINNING OF PERIOD 2,251 - - _________________________________________________________________________________________________ CASH, END OF PERIOD $ 1,497 $ 9,500 $ 1,497 ================================================================================================= Supplemental cash flow information (Note 8): Cash paid for: Interest $ - $ - $ - ================================================================================================= Income taxes $ - $ - $ - ================================================================================================= The accompanying notes are an integral part of these financial statements
7 RIVER EXPLORATION, INC. (An Exploration Stage Company) NOTES TO THE INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED FEBRUARY 29, 2008 (Unaudited - Prepared by Management) ________________________________________________________________________________ NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION ________________________________________________________________________________ River Exploration, Inc. (the "Company") was incorporated on November 1, 2006 under the laws of the State of Nevada and extra-provincially registered under the laws of the Province of British Columbia on January 11, 2007. The Company is in the initial exploration stage and was organized to engage in the business of natural resource exploration in the Province of British Columbia. GOING CONCERN These financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and liabilities in the normal course of business. The Company commenced operations on November 1, 2006 and has not realized revenues since inception. The Company has a deficit accumulated to the period ended February 29, 2008 in the amount of $33,406. 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 29, 2008 the Company had issued 9,500,000 founders shares at $0.001 per share for net proceeds of $9,500 to the Company. The Company also issued a further 560,000 shares to various investors at $0.02 per share for net proceeds of $11,200 to the Company. NOTE 2 - BASIS OF PRESENTATION ________________________________________________________________________________ These interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles for financial information and with the instructions to Form 10-Q and Item 310(b) of Regulation S. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended February 29, 2008 are not necessarily indicative of the results that may be expected for any interim period or an entire year. The Company applies the same accounting policies and methods in its interim financial statements as those in the most recent audited annual financial statements, except as noted in note 3. NOTE 3 - NEWLY ADOPTED ACCOUNTING STANDARDS ________________________________________________________________________________ In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities". This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company adopted SFAS No. 159 effective December 1, 2007. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS 155 establishes framework for measuring fair value and expands disclosures about fair value measurements. The changes to current practice resulting from the application of this statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. The statement is effective for fiscal years beginning after November 15, 2007 and periods within those fiscal years. The Company adopted SFAS No. 157 effective December 1, 2007. 8 RIVER EXPLORATION, INC. (An Exploration Stage Company) NOTES TO THE INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED FEBRUARY 29, 2008 (Unaudited - Prepared by Management) ________________________________________________________________________________ NOTE 3 - NEWLY ADOPTED ACCOUNTING STANDARDS (continued) ________________________________________________________________________________ In June 2006, the Financial Accounting Standards Board ("FASB") issued Accounting for Uncertain Tax Positions - an Interpretation of FASB Statement No. 109, FIN 48, which prescribes a recognition and measurement model for uncertain tax positions taken or expected to be taken in the Company's tax returns. FIN 48 provides guidance on recognition, classification, presentation, and disclosure of unrecognized tax benefits. FIN 48 was effective for fiscal years beginning after December 15, 2006. The Company adopted FIN 48 effective December 1, 2007. The adoption of these new pronouncements does not have a material effect on the Company's financial position or results of operations. NOTE 4 - NATURAL RESOURCE PROPERTIES and RELATED EXPLORATION EXPENSES ________________________________________________________________________________ On December 31, 2006 the Company entered into an option agreement, amended on March 28, 2008, with its President to purchase 100% undivided interest in two mining claims located in the Invermere area, British Columbia, Canada. The Company, according to the option agreement, must complete exploration expenditure of $12,500 on or before September 30, 2008. A further $45,000 of completed exploration expenditures on or before March 31, 2009 for aggregate minimum exploration expenses of $57,500. As of February 29, 2008 the Company has expended $2,880 and has to expend $9,620 prior to September 30, 2008. Upon exercise of the option the Company agrees to pay the President, commencing July 1, 2009, the sum of $35,000 per annum for as long as the Company holds any interest in the Claims. 9 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 29, 2008. Total expenses for the quarter ending February 29, 2008 were $7,903 resulting in an operating loss for the fiscal quarter of $7,903. The operating loss for the period is a result of professional, office and general expenses. Accounts payable for the quarter ended February 29, 2008 are $13,901. As of February 29, 2008 the Director of the Company has advanced $302 to maintain the company's operations. This amount is unsecured, non-interest bearing and without specific terms of repayment. As at the quarter ended February 29, 2008 the Company had $1,497 of cash. On August 11, 2007 the Company filed a registration form SB-2 with the SEC. The form SB-2 was deemed effective as of October 9, 2007 at 3:00PM Eastern Time. PLAN OF OPERATION We anticipate that our current cash and cash equivalents and cash generated from operations is 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 such time and will seek to raise additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business plan, which could harm our business, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. Over the next 12 months we plan to raise the necessary capital through the sale of our common stock to begin our staged exploration activities on our mineral titles to determine if there are economically feasible mineral reserves situated thereon. The initial stage of our exploration operations will be to (i) perform a legal survey to relocate the exact boundaries of the nine reverted crown claims, (ii) geologically map and rock sample the unmapped portion of the property, (iii) locate the Delos showing and map and sample the surrounding area, (iv) check the 1988 gold soil anomalies from 6+00N and 7+00N (see the 1988 survey "Geological and Geochemical Report on the Pretty Girl Claim Group"). Once these activities are completed we plan to (i) construct a road from the Law Creek road to the Pretty Girl showing, (ii) trench the Pretty Girl showing using a backhoe or bulldozer to locate the mineralized horizon along strike, (iii) perform approximately 1,500 feet of diamond drilling on the Pretty Girl showing to test 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. 10 The final stage consists of further diamond drilling to delineate grade and tonnage and is contingent upon favorable results from the first two stages or our exploration activity. We anticipate our exploration expenditures for consulting services, core drilling and sample analysis to be $63,800. We also expect to spend an additional $12,000 on administration and office expenses. We do not anticipate purchase or sale any plant or equipment. We do not anticipate hiring any employees. 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 establish the Company and begin operations has been estimated at $75,800 over the next twelve months and the cost of maintaining its reporting status is estimated to be $11,200 over the same period. Our officer and director, Mr. Aird has undertaken to provide the Company with initial 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 agreement. 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 September 30, 2008; 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 Vendor, commencing July 1, 2009, the sum of $35,000 per annum for so long as River Exploration, or its permitted assigns, holds any interest in the Claims. The Company is dependent upon the sale of its common shares 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. 11 Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets. ITEM 3. CONTROLS AND PROCEDURES Based on their most recent evaluation, which was completed within 90 days of the filing of this Form 10-QSB, the Company's Chief Executive Officer and Treasurer have identified that the lack of segregation of accounting duties as a result of limited personnel resources is a material weakness of its financial procedures. Other than for this exception, the Company's Chief Executive Officer and treasurer believe the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that information required to be disclosed by the Company in this report is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. There were no significant changes in the Company's internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses. 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 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. 12 ITEM 5. OTHER INFORMATION On March 28, 2008, the Board of Directors voted to approve an amendment to the Option To Purchase Agreement with its President dated December 31, 2006 by extending the March 31, 2008 deadline to complete the required exploration expenditure in the amount of $12,500 to September 30, 2008. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 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 In accordance with the requirements of the Exchange Act, the registrant 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 sole Director Dated: April 9, 2008 13 EX-31 2 ex31-1.txt EX-31.1 EXHIBIT 31.1 CERTIFICATIONS I, Andrew Aird, certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of River Exploration, Inc. 2. Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Quarterly Report (the "Evaluation Date"); and c) presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this Quarterly Report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ ANDREW AIRD _________________________________________________ Andrew Aird President, Secretary Treasurer, Principal Executive Officer, Principal Financial Officer and sole Director Date: April 9, 2008 EX-32 3 ex32-1.txt EX-32.1 EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-QSB for the three-month period ending February 29, 2008 of River Exploration, Inc., a Nevada corporation (the "Company"), as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), I, Andrew Aird, Chairman, President and Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Quarterly Report fully complies with the requirements of Section 13(a) or15(d) of the Securities and Exchange Act of 1934, as amended; and 2. The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company. /s/ ANDREW AIRD _____________________________________________ Andrew Aird President, Secretary Treasurer, Principal Executive Officer, Principal Financial Officer and sole Director Date: April 9, 2008 -----END PRIVACY-ENHANCED MESSAGE-----