# UNITED STATES 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   August 31, 2004

[   ]    TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition
period from _________ to __________

Commission file
number  000-50375

Ucluelet Exploration
Corp. (Exact
name of small business issuer as specified in its charter)

|                                                              |                                     
|------------------------------------------------------------- | ------------------------------------
|Nevada                                                        | 98-0389524                          
|(State or other jurisdiction of incorporation ororganization) | (I.R.S. Employer Identification No.)

1156-145 Tyee Drive,
Point Roberts, Washington 98281 (Address
of principal executive offices)

(778) 863-2751 (Issuers
telephone number)

N/A (Former
name, former address and former fiscal year, if changed since last report)

Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the past 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 [ ]

---

-2-

# APPLICABLE ONLY TO
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS

Check whether the registrant filed
all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange
Act after the distribution of securities under a plan confirmed by a
court.     Yes [ ]     No [ ]

# APPLICABLE ONLY TO
CORPORATE ISSUERS

State the number of shares
outstanding of each of the issuers classes of common equity, as of the latest
practicable date:

# 3,100,750 common shares
issued and outstanding as at October 1, 2004

Transitional Small
Business Disclosure Format (Check one):      Yes [  ]     No [X]

# PART I

# Item 1. Financial
Statements

Our financial statements are stated
in United States Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles.

---

-3-

UCLUELET EXPLORATION CORP.(AN
EXPLORATION STAGE COMPANY) BALANCE SHEET (Unaudited) August 31, 2004

|                                                              | 
|------------------------------------------------------------- | 
|ASSETS                                                        | 
|Current                                                       | 
|Cash                                                          | 
|                                                              | 
|TOTAL ASSETS                                                  | 
|                                                              | 
|LIABILITIES AND SHAREHOLDER'S EQUITY                          | 
|Current                                                       | 
|Shareholder advances                                          | 
|                                                              | 
|TOTAL LIABILITIES                                             | 
|                                                              | 
|Share capital and deficit                                     | 
|Common stock, $0.001 par value, 25,000,000 shares authorized, | 
|3,100,750 shares issued and outstanding                       | 
|Additional paid in capital                                    | 
|Deficit                                                       | 
|                                                              | 
|TOTAL SHAREHOLDER'S EQUITY                                    | 
|                                                              | 
|TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                    | 
|                                                              | 

See accompanying notes to financial
statements.

---

-4-

UCLUELET EXPLORATION
CORP.(AN EXPLORATION STAGE
COMPANY) STATEMENTS OF OPERATIONS (Unaudited) Three and Six Months Ended August 31,
2004 and 2003 and Period from June 21, 2002
(Inception) through August 31, 2004

|                                    | Three months ended
August 31st | Nine months ended
August 31st | Inception through
August 31st
|----------------------------------- | ------------------------------ | ----------------------------- | -----------------------------
|                                    | 2004                           | 2003                          | 2004                         
|Expenses                            |                                |                               |                              
|Mining and exploration              |                                | $  68,000                     |                              
|General and administrative          |                                | 72,257                        |                              
|                                    |                                |                               |                              
|Net Loss                            |                                | $  (72,257                    | )                            
|                                    |                                |                               |                              
|Net loss per share                  |                               
|Basic and diluted                   |                                | $  (0.02                      | )                            
|                                    |                                |                               |                              
|Weighted average shares outstanding |                               
|Basic and diluted                   |                                | 3,100,750                     |                              
|                                    |                                |                               |                              

See accompanying notes to financial
statements.

---

-5-

UCLUELET EXPLORATION
CORP. (AN EXPLORATION STAGE
COMPANY) STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended August
31, 2004 and 2003 and Period from June 21, 2002
(Inception) through August 31, 2004

|Nine months ended
August 31st
2004          
|--------------------------------------------
|Cash flows from operating activities        
|Net loss                                    
|Adjustments to reconcile net deficit to cash
|Used by operation activities:               
|Expenses paid by shareholder                
|Net changes in:                             
|Accounts payable                            
|                                            
|                                            
|                                            
|Cash flows from financing activities        
|Proceeds from sale of common stock          
|Proceeds from shareholder advances          
|                                            
|                                            
|                                            
|Increase in cash                            
|Cash, beginning of year                     
|                                            
|Cash, end of year                           
|                                            

See accompanying notes to financial
statements.

---

-6-

UCLUELET EXPLORATION
CORP.  (AN EXPLORATION STAGE
COMPANY) NOTES TO FINANCIAL
STATEMENTS (unaudited)

---

# NOTE 1     
Basis of presentation

---

The accompanying unaudited
interim financial statements of Ucluelet Exploration Corp. have been prepared in
accordance with accounting principals generally accepted in the United States of America
and the rules of the Securities and Exchange Commission (SEC), and should be
read in conjunction with the audited financial statements and notes thereto contained in
the Companys registration statement filed with the SEC on Form 10-KSB. In the
opinion of management, all adjustments, consisting of normal adjustments, necessary for a
fair presentation of financial position and the results of operations for the interim
periods presented have been reflected herein. The results of operations for interim
periods are not necessarily indicative of the results to be expected for the full year.
Notes to the financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year end
November 30, 2003 as reported in Form 10-KSB, have been omitted.

---

# NOTE 2     
Common Stock

---

In December 2003, Ucluelet sold
193,000 common shares to individuals at $0.10 per share or $19,300.

---

# NOTE 3     
Mineral Properties

---

In January 2004, Ucluelet
entered into an agreement to acquire a 100% interest in a mineral claim referred to as the
Hit Property. The agreement states that Ucluelet must pay $10,000 CAD on the
effective date, $20,000 CAD one year from the effective date, $30,000 CAD two years from
the effective date, and $40,000 CAD three years from the effective date. Ucluelet will
also pay a royalty equal to 2% of net smelter returns.

---

-7-

# Item 2.
Managements Discussion and Analysis and Plan of Operation.

# FORWARD-LOOKING
STATEMENTS

This quarterly report contains
forward-looking statements as that term is defined in the Private Securities Litigation
Reform Act of 1995. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by terminology
such as may, should, expects, plans,
anticipates, believes, estimates,
predicts, potential or continue or the negative of
these terms or other comparable terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the risks in
the section entitled Risk Factors, that may cause our or our industrys
actual results, levels of activity, performance or achievements to be materially different
from any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these statements to
actual results.

Our financial statements are stated
in United States Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars. All references to CDN$
refer to Canadian dollars and all references to common shares refer to the
common shares in our capital stock.

As used in this quarterly report, the
terms we, us, our, and Ucluelet  mean
Ucluelet Exploration Corp., unless otherwise indicated.

General

We were incorporated in the State of
Nevada on June 21, 2002. We are engaged in the acquisition and exploration of mining
properties. We maintain our statutory registered agents office at Suite 880-50 West
Liberty Street, Reno, Nevada 89501 and we recently changed our business office from 2861
West 12th Avenue, Vancouver, BC, V6K 2R1 to 1156-145 Tyee Drive, Point Roberts,
Washington, 98281. Our new phone number is 778-863-2751.

Our Current Business

We are an exploration stage resource
company, and are primarily engaged in the exploration for and development in the
properties in which we have acquired interests.

In January, 2003 David Heel, our
President and member of the board of directors acquired eight mineral claims of by
arranging the staking of the same through a third party local prospector. Mr. Heel paid
$1,272 to stake the claims. The claims were restaked by David Heel in February 2004. David
Heel is licensed to stake claims in British Columbia as a Free Miner. A Free Miner is
qualified to explore and stake mineral claims in the Province of British Columbia. Mr.
Heel also staked an additional eight claims which are contiguous to the original claims.
All of the 16 claims are in good standing until February 2005.

The claims are recorded in Mr.
Heels name to avoid paying additional fees, however, title to the claims has been
conveyed to us by an unrecorded deed. An unrecorded deed is one in which title to the
property has been transferred to us, but the deed has not been filed with the British
Columbia Land Title Office.

The property consists of sixteen
mineral claims totaling approximately 1,000 acres. The property is located approximately
82 miles west of Nanaimo, British Columbia, Canada, approximately 10 miles north from the
town of Ucluelet on Vancouver Island. The property is within the Alberni Mining Division.

---

-8-

We hold title to the sixteen mineral
claims. The sixteen mineral claims give us the right to all of the underlying minerals of
the land on which the claims have been staked. We have to begin exploration on or before
February 13, 2005, or pay $100 per claimto prevent the property from reverting to
the government of British Columbia.

To our knowledge, David Heel staked
the 1,000 acre property in southwestern British Columbia in February 2004 and there were
no previous owners, operators, or operations on the property, besides us.

There are no existing workings on the
property. The only work completed on the property is the initial staking of the mineral
claims by David Heel. Exploration has not commenced on the property. It is anticipated
that we will generate our own power on the property from portable generators we transport
to the property and power generated by the backhoe engine.

Mr. Heel,
one of our officers and directors has visited our property. Mr. Heel is
          currently searching for a qualified geologist to assist in the exploration of
          our property. We may consider appointing a geologist to the board of directors
          in the near future. The basis for the exploration plans and cost estimates
          described below in this section are derived from Mr. Heels informal
          discussions with geologists and mining companies familiar with the exploration
          process.

The property is without known
reserves and our proposed program is exploratory in nature. We must conduct exploration to
determine what amount of minerals, if any, exist on the properties and if any minerals
which are found can be economically extracted and profitably processed. Specifically, we
intend to explore for gold on the properties. When soil samples taken from the property
are analyzed, we will also look for traces of silver, lead, iron and zinc, however, our
focus is on the search for gold.

Our exploration program is designed
to economically explore and evaluate the properties.

On January 29, 2004, we purchased an
option to acquire up to a 100% interest in a mineral property known as the Hit Property
located in Aspen Grove, British Columbia for $7,400. The property is subject to a 2% net
smelter royalty in favour of the Optionor. We are required to make the following payments
to the optionor to earn a 100% interest in the property: (1) $20,000 on or before January
29, 2005; (2) $30,000 on or before January 30, 2006; and (3) $40,000 on or before January
29, 2007. The property consists of 23 mineral claims over a total of approximately 1,543
acres.

The claims in the area were
originally held since the 1980s by Inco Ltd. and were worked by Vanco and others up
to 1991.

With Inco Ltd holding claims in the
area for nearly 20 years and not conducting work on them for more than 10 years this is
the first opportunity for a company to follow up the early exploration efforts.

# Nine Months Ended August
31, 2004 and August 31, 2003

During the nine months ended August
31, 2004, operating expenses totalled $108,601, and we experienced a net loss of $108,601
against no revenues, as compared to a net loss of $3,606 against no revenues for the nine
months ended August 31, 2003. The increase in operating expenses was a result of mining
costs and the acquisition of additional mineral claims, including the Hit Property.

# Liquidity and Capital
Resources

Historically, we have financed our
cash flow and operations from the sale of stock and advances from shareholders. Our total
cash and cash equivalent position as at August 31, 2004 was $74.

For the nine months ended August 31,
2004, net cash used in operating activities was ($111,001) compared to cash used in
operating activities of ($3,606) for the same period in 2003. Net cash used in operating
activities for the nine months ended August 31, 2004 consisted mostly of mining costs and
the acquisition of additional mineral claims, including the Hit Property.

---

-9-

Net cash provided by financing
activity was $19,300 for the nine months ended August 31, 2004 and $28,500 for the same
period in 2003. These amounts resulted from the sale of common shares pursuant to an SB-2
registration statement declared effective on July 10, 2003 and were used for operating
expenses.

During the nine months ended August
31, 2004 we expended $68,000 on geological services this quarter in respect of the Alberni
property.

We have no external sources of
liquidity in the form of credit lines from banks. Based on the plan of operation described
below, management believes that our available cash will not be sufficient to fund our
working capital requirements through December 31, 2004 and therefore, we will have to
raise financing through the sale of our equity securities or arrange another advance from
a shareholder of our company.

We are currently trying to obtain
additional financing in the form of a private placement or shareholder loans to obtain the
capital necessary to survive and implement our business plans. However, to date we have
been unsuccessful obtaining such financing and we may be unable to fully implement our
business plan as a result of this. Our directors are continuing to conduct an in-depth
analysis of our business plan and related future opportunities for resource exploration
companies. To better protect stockholder interests and provide future appreciation, we may
concurrently pursue other opportunities or initiatives as an extension to our existing
business.

Plan of Operation

Cash Requirements

Over the twelve months ending August
31, 2005 we plan to expend a total of approximately $190,000 in respect of our mineral
properties. In particular, we plan to expend $150,000 in respect the sixteen prospect
areas within the Alberni Mining Division near Ucluelet, British Columbia. We plan to spend
$20,000 on the Hit Property.

We estimate that we will expend
approximately $10,000 on general and administrative expenses over the twelve months ending
August 31, 2005 and working capital of approximately $10,000.

Based on our current plan of
operations, we have sufficient funds for the next 6 months, after which time we will
require additional funds to continue our exploration operations. In the event that we are
unable to raise additional financing in the next 6 months, and fail to generate any cash
flow, we may modify our operations plan accordingly. These funds may be raised through
equity financing, debt financing, or other sources, which may result in further dilution
in the equity ownership of our shares. There is still no assurance that we will be able to
maintain operations at a level sufficient for an investor to obtain a return on his
investment in our common stock. Further, we may continue to be unprofitable.

Over the twelve months ending August
31, 2005 we intend to use all available funds to expand on the exploration and development
of our mineral properties, as follows:

|Estimated Funding Required During the Next Twelve Months
|--------------------------------------------------------
|General and Administrative                              
|Operations                                              
|Phase 1                                                 
|Trenching                                               
|Geological Mapping                                      
|Geochemical Testing                                     
|Phase 2 (if warranted)                                  
|Trenching                                               
|Geochemical Testing                                     
|Drilling                                                
|Hit Property                                            
|Working Capital                                         
|Total                                                   

---

-10-

Product Research and
Development

Our business plan is focused on the
long-term exploration and development of our mineral properties.

We do not anticipate that we will
expend any significant funds on research and development over the next twelve months
ending August 31, 2005.

Future Research and
Development Activities

We are committed to investing in
product research and development and intend to undertake future activities using any
revenues which we may generate in the future from sales of our products and services. We
intend to spend approximately 20% of any revenue on research and development activities in
order to ensure that we remain competitive. In the event that gaps in our existing
products are identified, the above-noted proposals will be modified as necessary.

Purchase of Significant
Equipment

We do not intend to purchase any
significant equipment over the next twelve months ending August 31, 2005.

Employees

Currently there are no full time or
part-time employees of our company (other than our directors and officers who, at present,
have not signed employment or consulting agreements with us). We do not expect any
material changes in the number of employees over the next 12 month period (although we may
enter into employment or consulting agreements with our officers or directors). We do and
will continue to outsource contract employment as needed. However, if we are successful in
our initial and any subsequent drilling programs we may retain additional employees.

Going Concern

The continuation of our business is
dependent upon us raising additional financial support. The issuance of additional equity
securities by us could result in a significant dilution in the equity interests of our
current stockholders. Obtaining commercial loans, assuming those loans would be available,
will increase our liabilities and future cash commitments.

We have historically incurred losses,
and through August 31, 2004 have incurred losses of $116,073 from our inception. Because
of these historical losses, we will require additional working capital to develop our
business operations.

---

-11-

We intend to raise additional working
capital through private placements, public offerings and/or bank financing. As of
September 30, 2004, we were in discussions with several potential investors, however no
definitive agreements have been reached.

There are no assurances that we will
be able to either (1) achieve a level of revenues adequate to generate sufficient cash
flow from operations; or (2) obtain additional financing through either private
placements, public offerings and/or bank financing necessary to support our working
capital requirements. To the extent that funds generated from operations and any private
placements, public offerings and/or bank financing are insufficient, we will have to raise
additional working capital. No assurance can be given that additional financing will be
available, or if available, will be on terms acceptable to us. If adequate working capital
is not available we may not increase our operations.

These conditions raise substantial
doubt about our ability to continue as a going concern. The financial statements do not
include any adjustments relating to the recoverability and classification of asset
carrying amounts or the amount and classification of liabilities that might be necessary
should we be unable to continue as a going concern.

Our independent auditors report
on our audited financial statements, in our Form 10-KSB for the fiscal year ended November
30, 2003, contained a going concern qualifier. The qualifier explanatory paragraph
contained in their audit report should be read in connection with our managements
discussion of our financial condition, liquidity and capital resources.

# RISK FACTORS

Much of the information included in
this quarterly report includes or is based upon estimates, projections or other
forward-looking statements. Such forward-looking statements include any
projections or estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon which they
are based, are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially, from any
estimates, predictions, projections, assumptions, or other future performance suggested
herein. We undertake no obligation to update forward-looking statements to reflect events
or circumstances occurring after the date of such statements.

Such estimates, projections or other
forward-looking statements involve various risks and uncertainties as outlined
below. We caution readers of this quarterly report that important factors in some cases
have affected and, in the future, could materially affect actual results and cause actual
results to differ materially from the results expressed in any such estimates, projections
or other forward-looking statements. In evaluating us, our business and any
investment in our business, readers should carefully consider the following factors.

We do not own any resource
properties. We own 16 mineral claims and title to our property is not registered in our
name. We also own an option to acquire a 100% interest in a mineral property.

We do not own any resource
properties. We own sixteen mineral claims in British Columbia. Title to our property is
not registered in our name but is registered in the name of our president, Mr. David Heel
who conveyed title to the claims to us by an unrecorded deed, dated February 13, 2004. We
also hold an option to acquire a 100% interest in a mineral property but we may lack
sufficient funds to exercise our option. This would result in our losing the interest.

We have limited operating history
and losses that we expect to continue into the future.

We have not yet realized any
revenues. We have limited operating history upon which an evaluation of our future success
or failure can be made. Our net loss since inception is $116,073. Our ability to achieve
and maintain profitability and positive cash flow is dependent upon the following:

| | o        Our
ability to locate a profitable resource property;
| | --------------------------------------------------------------

| | o        Our
ability to generate revenues; and
| | ----------------------------------------------

| | o        Our
ability to reduce exploration costs.
| | -------------------------------------------------

---

-12-

Based upon current plans, we expect
to incur operating losses in future periods. This will happen because there are expenses
associated with exploration of our mineral properties. We may not be successful in
generating revenues in the future. Failure to generate revenues will cause us to go out of
business.

If we do not raise enough money
for exploration or to exercise our option on our mineral property, we will have to delay
exploration or go out of business.

We are in the very early exploration
stage and we need additional financing before we are able to continue our exploration
efforts. We have not made any arrangements for financing and we may be unable to raise
financing. If we are not able to raise any financing we will have to delay our exploration
or go out of business.

We may not have access to all of
the supplies and materials we need to begin exploration that could cause us to delay or
suspend operations.

Competition and unforeseen limited
sources of supplies in the industry could result in occasional spot shortages of supplies,
such as explosives, and certain equipment such as bulldozers and excavators that we might
need to conduct exploration. We have not attempted to locate or negotiate with any
suppliers of products, equipment or materials. We will attempt to locate products,
equipment and materials after this offering is complete. If we cannot find the products
and equipment we need, we will have to suspend our exploration plans until we do find the
products and equipment we need.

We do not have enough money to
complete the explorations proposed in properties and consequently may have to cease or
suspend our operations unless we are able to raise additional financing.

We do not have enough money to
commence first stages of the exploration of our projects. We will require additional
funding to complete subsequent phases of exploration. Because we are conducting
exploration on undeveloped projects, we do not know how much we will have to spend to find
out if there is oil and gas on our property. It could cost as little as $1,000,000 and as
much as $10,000,000 to find out. If it turns out that we are not able to raise enough
money to complete our exploration program, we will try to raise additional funds from a
public offering, a private placement or loans. At the present time, we have not made any
plans to raise additional money and there is no assurance that we would be able to raise
additional money in the future. In we need additional money and cannot raise it, we will
have to suspend or cease operations.

Because the SEC imposes additional
sales practice requirements on brokers who deal in our shares that are penny stocks, some
brokers may be unwilling to trade them. This means that you may have difficulty in
reselling your shares and may cause the price of the shares to decline.

Our shares qualify as penny stocks
and are covered by Section 15(g) of the Securities Exchange Act of 1934, which imposes
additional sales practice requirements on broker/dealers who sell our securities in this
offering or in the aftermarket. In particular, prior to selling a penny stock,
broker/dealers must give the prospective customer a risk disclosure document that:
contains a description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; contains a description of the
broker/dealers duties to the customer and of the rights and remedies available to
the customer with respect to violations of such duties or other requirements of Federal
securities laws; contains a brief, clear, narrative description of a dealer market,
including bid and ask prices for penny stocks and the significance
of the spread between the bid and ask prices; contains the toll free telephone number for
inquiries on disciplinary actions established pursuant to section 15(A)(i); defines
significant terms used in the disclosure document or in the conduct of trading in penny
stocks; and contains such other information, and is in such form (including language, type
size, and format), as the SEC requires by rule or regulation. Further, for sales of our
securities, the broker/dealer must make a special suitability determination and receive
from you a written agreement before making a sale to you. Because of the imposition of the
foregoing additional sales practices, it is possible that brokers will not want to make a
market in our shares. This could prevent you from reselling your shares and may cause the
price of the shares to decline.

---

-13-

We have no known ore reserves and
we cannot guarantee we will find any gold or if we find gold, that production will be
profitable. We did not rely upon any expert advice in selecting our property for
exploration.

We have no known ore reserves. We
have not identified any gold on the property and we cannot guarantee that we will ever
find any gold. We did not rely upon any expert advice in selecting the property for the
exploration. Even if we find that there is gold on our property, we cannot guarantee that
we will be able to recover the gold. Even if we recover the gold, we cannot guarantee that
we will make a profit. If we cannot find gold or it is not economical to recover the gold,
we will have to cease operations.

Our officers and directors lack
experience in the mining industry and will be devoting a small amount of their
professional time to our activities.

Our officers and directors have
little or not direct experience in the mining industry. Further, our officers and
directors will be devoting a small amount of their professional time to our operations.
Our managements lack of experience and devotion of time may make us more vulnerable
than other companies to certain risks, and it may also cause us to be more vulnerable to
business risks associated with errors in judgment that could have been prevented by more
experienced management. In particular, if managements estimates of expenditures are
erroneous this may harm our business.

Rain and snow may make the road
leading to our property impassable. This will delay our proposed exploration operations
and could prevent us from working.

While we plan to conduct our
exploration year round, it is possible that snow or rain could cause roads leading to our
claims to be impassable. When roads are impassable, we are unable to work.

Because we are small and do not
have much capital, we must limit our exploration and consequently may not find mineralized
material. If we do not find mineralized material, we will cease operations.

Because we are small and do not have
much capital, we must limit our exploration. Because we may have to limit our exploration,
we may not find mineralized material, although our property may contain mineralized
material. If we do not find mineralized material, we will cease operations.

We have not yet discovered any
gold. Even if we are successful in discovering gold we may not be able to realize a profit
from its sale. The price of gold is depressed compared to past years. This makes it harder
to make a profit. If we cannot make a profit, we will have to cease operations until
market conditions improve or cease operations altogether.

The price of an ounce of gold is
approximately $400. In the past, the price has been as high as $800 per ounce. In order to
maintain operations, we will have to sell our gold for more than it costs us to mine it.
The lower the price the more difficult it is to do this. If we cannot make a profit, we
will have to cease operations until the price of gold increases or case operations all
together. Because the cost to mine the gold is fixed, the lower the market, the less
likelihood we will be to make a profit.

Our officers and directors own a
total of 2,000,000 shares of our company. They may sell some of their shares in the
future, which could cause the price of our common stock to fall, which will reduce the
value of your shares.

Our officers and directors own a
total of 2,000,000 shares of stock, which is 64.5% of the issued and outstanding number of
shares. Subject to all holding periods under applicable securities laws, they will likely
sell a portion or all of their stock in the future. If they do sell their stock into the
market, the sales may cause the market price of the stock to drop.

---

-14-

Trading of our stock may be
restricted by the SECs Penny Stock Regulations which may limit a stockholders
ability to buy and sell our stock.

The U.S. Securities and Exchange
Commission has adopted regulations which generally define penny stock to be
any equity security that has a market price (as defined) less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to certain exceptions. Our securities
are covered by the penny stock rules, which impose additional sales practice requirements
on broker-dealers who sell to persons other than established customers and
accredited investors. The term accredited investor refers
generally to institutions with assets in excess of $5,000,000 or individuals with a net
worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with
their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny stocks and
the nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and monthly
account statements showing the market value of each penny stock held in the
customers account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing before or
with the customers confirmation. In addition, the penny stock rules require that
prior to a transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchasers written agreement to the
transaction. These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for the stock that is subject to these penny
stock rules. Consequently, these penny stock rules may affect the ability of
broker-dealers to trade our securities. We believe that the penny stock rules discourage
investor interest in and limit the marketability of, our common stock.

We do not expect to
declare or pay any dividends.

We have not declared or paid any
dividends on our common stock since our inception, and we do not anticipate paying any
such dividends for the foreseeable future.

Anti-Takeover Provisions

We do not currently have a
shareholder rights plan or any anti-takeover provisions in our By-laws. Without any
anti-takeover provisions, there is no deterrent for a take-over of our company, which may
result in a change in our management and directors.

Our By-laws contain provisions
indemnifying our officers and directors against all costs, charges and expenses incurred
by them.

Our By-laws contain provisions with
respect to the indemnification of our officers and directors against all costs, charges
and expenses, including an amount paid to settle an action or satisfy a judgment, actually
and reasonably incurred by him, including an amount paid to settle an action or satisfy a
judgment in a civil, criminal or administrative action or proceeding to which he is made a
party by reason of his being or having been one of our directors or officers.

Volatility of Stock Price.

Our common shares are not currently
publicly traded. In the future, the trading price of our common shares may be subject to
wide fluctuations. Trading prices of the common shares may fluctuate in response to a
number of factors, many of which will be beyond our control. In addition, the stock market
in general, and the market for software technology companies in particular, has
experienced extreme price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of such companies. Market and industry
factors may adversely affect the market price of the common shares, regardless of our
operating performance.

In the past, following periods of
volatility in the market price of a companys securities, securities class-action
litigation has often been instituted. Such litigation, if instituted, could result in
substantial costs and a diversion of managements attention and resources.

---

-15-

# Item 3. Controls and
Procedures

As required by Rule 13a-15 under the
Exchange Act, as of the end of the period covered by this quarterly report, being August
31, 2004, we have carried out an evaluation of the effectiveness of the design and
operation of our companys disclosure controls and procedures. This evaluation was
carried out under the supervision and with the participation of our companys
management, including our companys President along with our companys
Secretary. Based upon that evaluation, our companys President along with our
companys Secretary concluded that our companys disclosure controls and
procedures are effective as at the end of the period covered by this report. There have
been no significant changes in our companys internal controls or in other factors,
which could significantly affect internal controls subsequent to the date we carried our
evaluation.

Disclosure controls and procedures
and other procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time period specified in the Securities and Exchange
Commissions rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act is accumulated and communicated to
management, including our President and Secretary as appropriate, to allow timely
decisions regarding required disclosure.

# Part II  OTHER
INFORMATION

# Item 1. Legal
Proceedings.

We know of no material, active or
pending legal proceedings against our company, nor are we involved as a plaintiff in any
material proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to our interest.

# 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.

Exhibits Required by Item 601
of Regulation S-B.

Exhibit Number/Description

# (3)       Charter and By-laws

3.1      Articles of Incorporation
(incorporated by reference to the Companys SB-2 Registration Statement filed January
23, 2003).

3.2           Bylaws (incorporated by
reference to the Company's SB-2 Registration Statement filed January 23, 2003).

---

-16-

# (10)      Material Contracts

10.1      Ucluelet 1 Claim dated December
28, 2002 (incorporated by reference from our Registration Statement on Form SB-2, filed on
January 23, 2003).

10.2      Ucluelet 2 Claim dated December
28, 2002 (incorporated by reference from our Registration Statement on Form SB-2, filed on
January 23, 2003).

10.3      Ucluelet 3 Claim dated December
28, 2002 (incorporated by reference from our Registration Statement on Form SB-2, filed on
January 23, 2003).

10.4      Ucluelet 4 Claim dated December
28, 2002 (incorporated by reference from our Registration Statement on Form SB-2, filed on
January 23, 2003).

10.5      Ucluelet 5 Claim dated December
28, 2002 (incorporated by reference from our Registration Statement on Form SB-2, filed on
January 23, 2003).

10.6      Ucluelet 6 Claim dated December
28, 2002 (incorporated by reference from our Registration Statement on Form SB-2, filed on
January 22, 2002).

10.7      Ucluelet 7 Claim dated December
28, 2002 (incorporated by reference from our Registration Statement on Form SB-2, filed on
January 22, 2002).

10.8      Ucluelet 8 Claim dated December
28, 2002 (incorporated by reference from our Registration Statement on Form SB-2, filed on
January 23, 2003).

10.9      Warranty Deed dated January 3,
2003 (incorporated by reference from our Registration Statement on Form SB-2, filed on
January 23, 2003).

10.10      Mineral Property Option
Agreement between Adam Travis, Geologist and the Company (incorporated by reference from
our Current Report on Form 8-K, filed on February 2, 2004).

10.11      Warranty Deed dated February
13, 2003 (incorporated by reference from our Annual Report on Form 10-KSB filed on
February 27, 2004).

# (14)      Code of Ethics

14.1          Code of Business  Conduct
and Ethics  (incorporated  by reference  from our Annual Report on Form 10-KSB filed on
February 27, 2004)

# (31)      Section 302
Certification

31.1      Certification of
David Heel

# (32)      Section 906
Certification

32.1      Certification of
David Heel

---

-17-

# SIGNATURES

Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.

# UCLUELET EXPLORATION
CORP.

By: David Heel,
President, Secretary, Treasurer and Director (Principal Executive
Officer, Principal Financial Officer and Principal Accounting Officer)Date: October
____, 2004

Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.

By: David Heel,
President, Secretary, Treasurer and DirectorDate: October ____, 2004