U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-QSB
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANEG
    ACT OF 1934

    For the period ended March 31, 2008

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the transition period from ____________ to ____________

                       Commission file number: 333-144493

                           Sterling Exploration, Inc.
                 (Name of small business issuer in its charter)

             Nevada                                          N/A
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

   388 Drake Street, Suite 2703, Vancouver, British Columbia, Canada, V6B 6A8
                    (Address of principal executive offices)

                                 (604) 899-1495
                          (Issuer's telephone number)

Securities registered pursuant to                          Name of each exchange
   Section 12(b) of the Act:                                on which registered:
   -------------------------                                --------------------
           None

          Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $0.001 par value
                                (Title of Class)

Indicate by checkmark whether the issuer:  (1) has 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[ ]

Indicate by checkmark  whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

          Applicable Only to Issuer Involved in Bankruptcy Proceedings
                        During the Preceding Five Years.

                                       N/A

Indicate by  checkmark  whether the issuer has filed all  documents  and reports
required to be filed by Section 12, 13 and 15(d) of the Securities  Exchange Act
of 1934 after the  distribution of securities under a plan confirmed by a court.
Yes[ ] No[ ]

                    Applicable Only to Corporate Registrants

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the most practicable date:

          Class                                    Outstanding as of May 8, 2008
          -----                                    -----------------------------
Common Stock, $0.001 par value                               8,055,000

                       Documents Incorporated By Reference

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

                           STERLING EXPLORATION, INC.

                                   FORM 10-QSB

Part 1.  FINANCIAL INFORMATION

Item 1. Financial Statements                                                  4
          Balance Sheets
          Statements of Operations
          Statements of Cash Flows
          Notes to Financial Statements

Item 2. Management's Discussion and Analysis of Financial Condition
        or Plan of Operation                                                 12

Item 3. Controls and Procedures                                              15

Part II. OTHER INFORMATION

Item 1. Legal Proceedings                                                    16

Item 2. Unregistered Sales of Securities and Use of Proceeds                 16

Item 3. Defaults Upon Senior Securities                                      16

Item 4. Submission of Matters to a Vote of Security Holders                  16

Item 5. Other Information                                                    16

Item 6. Exhibits                                                             16

                                       2
<PAGE>
                    NOTE REGARDING FORWARD LOOKING STATEMENTS

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. Such forward-looking statements are based on the beliefs of
Sterling  Exploration,  Inc.  When  used in this  Quarterly  Report,  the  words
"anticipate,"   "believe,"   "estimate,"   "expect,"   "intends"   and   similar
expressions,  as they relate to us, are  intended  to  identify  forward-looking
statements,  which  include  statements  relating  to, among other  things,  our
ability to continue to  successfully  compete in the apparel and fiber  markets.
While these forward looking statements,  and any assumptions upon which they are
based,  are made in good faith and reflect our current  information and 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.

Such estimate, projections or other "forward looking statements" involve various
risks and  uncertainties.  We caution the reader 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".

                                       3
<PAGE>
                                     PART I

ITEM 1. FINANCIAL STATEMENTS

STERLING EXPLORATION INC.
Balance Sheets
(An Exploration Stage Company)
(Expressed in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         March 31,          June 30,
                                                                           2008               2007
                                                                         --------           --------
                                                                        (Unaudited)         (Audited)
<S>                                                                      <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                   $  2,569           $  8,391
                                                                         --------           --------

      TOTAL ASSTS                                                        $  2,569           $  8,391
                                                                         ========           ========

                           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                               $     --           $     --
  Loans from related party                                                 25,000              5,000
                                                                         --------           --------

      TOTAL CURRENT LIABILITIES                                            25,000              5,000
                                                                         --------           --------

STOCKHOLDERS' EQUITY
  Capital stock
    Authorized 75,000,000 ordinary voting shares at $0.001 per share
    Issued and outstanding:
     8,055,000 common shares at par  value                                  8,055              8,055
  Additional paid in capital                                               18,945             18,945
                                                                         --------           --------
                                                                           27,000             27,000
  Deficit accumulated during the exploration stage                        (49,431)           (23,609)
                                                                         --------           --------

      TOTAL STOCKHOLDERS' EQUITY                                          (22,431)             3,391
                                                                         --------           --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $  2,569           $  8,391
                                                                         ========           ========
</TABLE>


Approved on behalf of the board

_______________________________, Director

_______________________________, Director

                                       4
<PAGE>
STERLING EXPLORATION INC.
Statements of Income
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                          Accumulated From
                                                                                                             Inception
                                                                                                               Date of
                                            Three Months    Three Months    Nine Months     Nine Months    August 18, 2003
                                               Ended           Ended          Ended           Ended              to
                                              March 31,       March 31,      March 31,       March 31,        March 31,
                                                2008            2007           2008            2007             2008
                                             ----------      ----------     ----------      ----------       ----------
<S>                                          <C>             <C>            <C>             <C>              <C>
GENERAL AND ADMINISTRATIVE EXPENSES
  Bank charges and interest                  $       27      $       44     $      112      $       82       $      503
  Filing and transfer agent fees                  1,463              --         16,361              --           16,361
  Professional fees                               1,750              --          9,045           3,295           17,221
  Mineral properties                                 --              --             --              --           14,500
  Office expenses                                    --             105            304             105              846
                                             ----------      ----------     ----------      ----------       ----------

Total general and administrative expenses         3,240             149         25,822           3,482           49,431
                                             ----------      ----------     ----------      ----------       ----------

Net loss                                     $   (3,240)     $     (149)    $  (25,822)     $   (3,482)      $  (49,431)
                                             ==========      ==========     ==========      ==========       ==========

EARNINGS PER SHARE - BASIC AND DILUTED       $    (0.00)     $    (0.00)    $    (0.00)     $    (0.00)
                                             ==========      ==========     ==========      ==========

WEIGHTED AVERAGE OUTSTANDING SHARES           8,055,000       8,055,000      8,055,000       8,055,000
                                             ==========      ==========     ==========      ==========
</TABLE>

                                       5
<PAGE>
STERLING EXPLORATION INC.
Statement of Stockholders' Equity
(An Exploration Stage Company)
(Expressed in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                   Deficit
                                                                                                 Accumulated      Total
                                   Price     Number of                Additional       Total      During the      Stock-
                                    Per       Common         Par       Paid-in        Capital    Exploration      holders'
                                   Share      Shares        Value      Capital         Stock        Stage         Equity
                                   -----      ------        -----      -------         -----        -----         ------
<S>                                <C>       <C>           <C>          <C>          <C>          <C>            <C>
Balance, August 18, 2003                            --     $    --     $    --       $     --     $     --       $     --
September 5, 2003
  Subscribed for cash              $0.001    2,000,000       2,000          --          2,000           --          2,000
October 30, 2003
  Subscribed for cash              $0.001    1,500,000       1,500          --          1,500                       1,500
Comprehensive loss for the
 period ended June 30, 2004                                                                            (80)           (80)
                                            ----------     -------     -------       --------     --------       --------
Balance, June 30, 2004 (audited)             3,500,000       3,500          --          3,500          (80)         3,420

October 4, 2004
  Subscribed for cash              $0.001    3,000,000       3,000          --          3,000                       3,000
October 27, 2004
  Subscribed for cash              $0.01     1,050,000       1,050       9,450         10,500                      10,500
December 7, 2004
  Subscribed for cash              $0.01       450,000         450       4,050          4,500                       4,500
January 10, 2005
  Subscribed for cash              $0.1         15,000          15       1,485          1,500                       1,500
January 27, 2005
  Subscribed for cash              $0.1         40,000          40       3,960          4,000                       4,000
Net loss                                                                                            (7,547)        (7,547)
                                            ----------     -------     -------       --------     --------       --------
Balance, June 30, 2005 (audited)             8,055,000       8,055      18,945         27,000       (7,627)        19,373
Net loss                                                                                            (7,573)        (7,573)
                                            ----------     -------     -------       --------     --------       --------
Balance, June 30, 2006 (audited)             8,055,000       8,055      18,945         27,000      (15,200)        11,800
Net loss                                                                                            (8,409)        (8,409)
                                            ----------     -------     -------       --------     --------       --------
Balance, June 30, 2007 (audited)             8,055,000       8,055      18,945         27,000      (23,609)         3,391
Net loss                                                                                           (25,822)       (25,822)
                                            ----------     -------     -------       --------     --------       --------

Balance, March 31, 2008 (unaudited)          8,055,000     $ 8,055     $18,945       $ 27,000     $(49,431)      $(22,431)
                                            ==========     =======     =======       ========     ========       ========
</TABLE>

                                       6
<PAGE>
STERLING EXPLORATION INC.
Statements of Cash Flows
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                         Accumulated From
                                                                                            Inception
                                                                                              Date of
                                                          Nine Months      Nine Months    August 18, 2003
                                                            Ended            Ended              to
                                                           March 31,        March 31,        March 31,
                                                             2008             2007             2008
                                                           --------         --------         --------
<S>                                                        <C>              <C>              <C>
CASH DERIVED FROM (USED FOR) OPERATING ACTIVITIES
  Net loss for the period                                  $(25,822)        $ (3,482)        $(49,431)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities
  Changes in operating assets and liabilities
     Accounts payable                                            --               --               --
                                                           --------         --------         --------

          Net cash (used in) operating activities           (25,822)          (3,482)         (49,431)
                                                           --------         --------         --------
FINANCING ACTIVITIES
  Loans from related party                                   20,000               --           25,000
  Shares subscribed for cash                                     --               --           27,000
                                                           --------         --------         --------

          Net cash provided by financing activities          20,000               --           52,000
                                                           --------         --------         --------

INVESTING ACTIVITIES                                             --               --               --
                                                           --------         --------         --------

          Net cash used for investing activities                 --               --
                                                           --------         --------         --------

Cash increase during the period                              (5,822)          (3,482)           2,569
Cash beginning of the period                                  8,391           11,800               --
                                                           --------         --------         --------

Cash end of the period                                     $  2,569         $  8,318         $  2,569
                                                           ========         ========         ========
</TABLE>

                                       7
<PAGE>
STERLING EXPLORATION INC.
Notes to Financial Statements
March 31, 2008
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

1. NATURE AND CONTINUANCE OF OPERATIONS

   Sterling  Exploration Inc. ("the Company") was incorporated under the laws of
   State of Nevada,  U.S.  on August 18,  2003,  with an  authorized  capital of
   75,000,000  common shares with a par value of $0.001.  The Company's year end
   is the end of June. The Company is in the  exploration  stage of its resource
   business.  During  the  period  ended  June 30,  2004 the  Company  commenced
   operations by issuing shares and acquiring a mineral  property located in the
   Province of Ontario,  Canada. The Company has not yet determined whether this
   property   contains   reserves  that  are   economically   recoverable.   The
   recoverability  of costs  incurred for  acquisition  and  exploration  of the
   property  will be dependent  upon the discovery of  economically  recoverable
   reserves,  confirmation of the Company's interest in the underlying property,
   the  ability of the  Company to obtain  necessary  financing  to satisfy  the
   expenditure  requirements  under the property  agreement  and to complete the
   development of the property and upon future profitable production or proceeds
   for the sale thereof.

   These financial  statements have been prepared on a going concern basis which
   assumes the  Company  will be able to realize  its assets and  discharge  its
   liabilities in the normal course of business for the foreseeable  future. The
   Company has incurred  losses  since  inception  resulting  in an  accumulated
   deficit of $49,431 as at March 31, 2008 and further losses are anticipated in
   the development of its business raising substantial doubt about the Company's
   ability to  continue as a going  concern.  The ability to continue as a going
   concern is dependent upon the Company generating profitable operations in the
   future and/or to obtain the necessary  financing to meet its  obligations and
   repay its liabilities  arising from normal business operations when they come
   due.  Management  intends to  finance  operating  costs over the next  twelve
   months with  existing  cash on hand and loans from  directors  and or private
   placement of common stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Basis of Presentation

   The financial statements of the Company have been prepared in accordance with
   generally accepted accounting  principles in the United States of America and
   are presented in US dollars.

   Exploration Stage Company

   The Company complies with the Financial  Accounting Standards Board Statement
   No.  7,  its   characterization  of  the  Company  as  an  exploration  stage
   enterprise.

   Mineral Interests

   Mineral property acquisition,  exploration and development costs are expensed
   as incurred until such time as economic reserves are quantified.  To date the
   Company has not  established  any proven or probable  reserves on its mineral
   properties.   The  Company  has  adopted  the  provisions  of  SFAS  No.  143
   "Accounting for Asset Retirement Obligations" which establishes standards for
   the initial measurement and subsequent accounting for obligations  associated
   with the sale,  abandonment,  or other disposal of long-lived tangible assets
   arising from the  acquisition,  construction  or  development  and for normal
   operations of such assets. As at March 31, 2008, any potential costs relating
   to the retirement of the Company's mineral property interest has not yet been
   determined.

                                       8
<PAGE>
STERLING EXPLORATION INC.
Notes to Financial Statements
March 31, 2008
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   Use of Estimates and Assumptions

   The preparation of financial statements in conformity with generally accepted
   accounting  principles  requires management to make estimates and assumptions
   that affect the reported  amounts of assets and liabilities and disclosure of
   contingent assets and liabilities at the date of the financial statements and
   the  reported  amounts of revenues  and  expenses  during the period.  Actual
   results could differ from those estimates.

   The  carrying  value of cash and  accounts  payable and  accrued  liabilities
   approximates  their  fair  value  because  of the  short  maturity  of  these
   instruments.  Unless otherwise noted, it is management's  opinion the Company
   is not exposed to significant interest, currency or credit risks arising from
   these financial instruments.

   Environmental Costs

   Environmental  expenditures that relate to current operations are expensed or
   capitalized as appropriate. Expenditures that relate to an existing condition
   caused by past  operations,  and which do not contribute to current or future
   revenue generation, are expensed. Liabilities are recorded when environmental
   assessments  and/or  remedial  efforts  are  probable,  and the  cost  can be
   reasonably estimated.  Generally, the timing of these accruals coincides with
   the earlier of completion of a feasibility study or the Company's commitments
   to plan of action based on the then known facts.

   Income Taxes

   The Company  follows the  liability  method of  accounting  for income taxes.
   Under this method,  deferred income tax assets and liabilities are recognized
   for the estimated tax  consequences  attributable to differences  between the
   financial  statement  carrying values and their  respective  income tax basis
   (temporary  differences).  The  effect on  deferred  income  tax  assets  and
   liabilities  of a change in tax rates is  recognized  in income in the period
   that includes the enactment date.

   At March 31, 2008, a full  deferred tax asset  valuation  allowance  has been
   provided and no deferred tax asset has been recorded.

   Basic and Diluted Loss Per Share

   The  Company  computes  loss  per  share in  accordance  with  SFAS No.  128,
   "Earnings per Share" which  requires  presentation  of both basic and diluted
   earnings per share on the face of the statement of operations. Basic loss per
   share is computed by dividing net loss  available to common  shareholders  by
   the weighted  average number of outstanding  common shares during the period.
   Diluted loss per share gives effect to all dilutive  potential  common shares
   outstanding during the period. Dilutive loss per share excludes all potential
   common shares if their effect is anti-dilutive.

   The Company has no potential dilutive  instruments and accordingly basic loss
   and diluted loss per share are equal.

                                       9
<PAGE>
STERLING EXPLORATION INC.
Notes to Financial Statements
March 31, 2008
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   Stock-based Compensation

   In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment", which
   replaced  SFAS  No.  123,  "Accounting  for  Stock-Based   Compensation"  and
   superseded APB Opinion No. 25, "Accounting for Stock Issued to Employees". In
   January 2005,  the Securities  and Exchange  Commission  ("SEC") issued Staff
   Accounting Bulletin ("SAB") No. 107,  "Share-Based  Payment",  which provides
   supplemental  implementation  guidance  for SFAS  No.  123R.  SFAS  No.  123R
   requires all share-based payments to employees,  including grants of employee
   stock  options,  to be recognized in the  financial  statements  based on the
   grant date fair value of the award.  SFAS No.  123R was to be  effective  for
   interim or annual reporting  periods beginning on or after June 15, 2005, but
   in April  2005 the SEC issued a rule that will  permit  most  registrants  to
   implement  SFAS No. 123R at the beginning of their next fiscal year,  instead
   of the next  reporting  period as required by SFAS No.  123R.  The  pro-forma
   disclosures  previously  permitted  under SFAS No.  123 no longer  will be an
   alternative  to financial  statement  recognition.  Under SFAS No. 123R,  the
   Company  must  determine  the  appropriate  fair  value  model to be used for
   valuing share-based  payments,  the amortization method for compensation cost
   and the transition method to be used at date of adoption.

   The transition methods include prospective and retroactive  adoption options.
   Under the retroactive options, prior periods may be restated either as of the
   beginning  of  the  year  of  adoption  or for  all  periods  presented.  The
   prospective  method  requires that  compensation  expense be recorded for all
   unvested  stock  options and  restricted  stock at the beginning of the first
   quarter of adoption of SFAS No. 123R,  while the  retroactive  methods  would
   record  compensation  expense for all unvested  stock options and  restricted
   stock  beginning  with the first  period  restated.  The Company  adopted the
   modified  prospective  approach of SFAS No.  123R for the  quarter  beginning
   December 1, 2005. The Company did not record any compensation expense for the
   period ended March 31, 2008 because there were no stock  options  outstanding
   prior to the adoption or at March 31, 2008.

   Recent Accounting Pronouncements

   In February  2006,  the FASB issued  SFAS No.  155,  "Accounting  for Certain
   Hybrid  Financial  Instruments-an  amendment of FASB  Statements  No. 133 and
   140",  to  simplify  and make more  consistent  the  accounting  for  certain
   financial  instruments.  SFAS No. 155 amends  SFAS No. 133,  "Accounting  for
   Derivative  Instruments  and  Hedging  Activities",   to  permit  fair  value
   re-measurement   for  any  hybrid  financial   instrument  with  an  embedded
   derivative that otherwise would require bifurcation,  provided that the whole
   instrument is accounted  for on a fair value basis.  SFAS No. 155 amends SFAS
   No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets", to
   allow a  qualifying  special-purpose  entity to hold a  derivative  financial
   instrument  that  pertains  to  a  beneficial  interest  other  than  another
   derivative  financial  instrument.  SFAS No.  155  applies  to all  financial
   instruments  acquired or issued  after the  beginning  of an  entity's  first
   fiscal year that begins after  September 15, 2006,  with earlier  application
   allowed.  This standard is not expected to have a  significant  effect on the
   Company's future reported financial position or results of operations.

   In March 2006,  the FASB issued SFAS No. 156,  "Accounting  for  Servicing of
   Financial  Assets,  an amendment of FASB  Statement No. 140,  Accounting  for
   Transfers  and  Servicing  of  Financial   Assets  and   Extinguishments   of
   Liabilities".  This statement  requires all separately  recognized  servicing
   assets and  servicing  liabilities  be initially  measured at fair value,  if
   practicable,  and permits for subsequent  measurement using either fair value
   measurement  with  changes  in  fair  value  reflected  in  earnings  or  the
   amortization and impairment requirements of Statement No. 140. The subsequent
   measurement  of  separately   recognized   servicing   assets  and  servicing
   liabilities  at fair value  eliminates the necessity for entities that manage
   the risks  inherent  in  servicing  assets  and  servicing  liabilities  with
   derivatives  to qualify for hedge  accounting  treatment and  eliminates  the
   characterization   of  declines  in  fair  value  as  impairments  or  direct
   write-downs.  SFAS No. 156 is  effective  for an entity's  first  fiscal year
   beginning  after  September 15, 2006.  This adoption of this statement is not
   expected  to have a  significant  effect  on the  Company's  future  reported
   financial position or results of operations.

                                       10
<PAGE>
STERLING EXPLORATION INC.
Notes to Financial Statements
March 31, 2008
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

3. MINERAL INTERESTS

   On January 20, 2005,  the Company  entered into a mineral  property  purchase
   agreement  to acquire a 100%  interest  in one mineral  claim  located in one
   mineral  claim located in the Scadding  Township,  Sudbury  Mining  Division,
   Ontario for total consideration of $7,000.

   The  mineral  interest  is held in trust for the Company by the vendor of the
   property.  Upon  request  from the  Company the title will be recorded in the
   name of the Company with the appropriate mining recorder.

   During the year ended June 30, 2006,  exploration cost of $7,500 was incurred
   for the mineral property.

4. COMMON STOCK

   The  total  number  of  common  shares  authorized  that may be issued by the
   Company  is  75,000,000  shares  with a par  value  of one  tenth of one cent
   ($0.001) per share and no other class of shares is authorized.

   During the period ended June 30, 2005, the Company issued 8,055,000 shares of
   common stock for total cash  proceeds of $27,000.  At March 31, 2008 and 2007
   there were no outstanding stock options or warrants.

5. INCOME TAXES

   As of March 31, 2008,  the Company had net operating  loss carry  forwards of
   approximately  $49,431 that may be available to reduce future years'  taxable
   income through 2027. Future tax benefits which may arise as a result of these
   losses  have not been  recognized  in these  financial  statements,  as their
   realization  is determined not likely to occur and  accordingly,  the Company
   has recorded a valuation  allowance  for the  deferred tax asset  relating to
   these tax loss carry-forwards.

                                       11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The following discussion and analysis of our results of operations and financial
position should be read in conjunction with our audited financial statements and
the notes thereto  included  elsewhere in this Quarterly  Report.  Our financial
statements  are prepared in accordance  with U.S. GAAP. All references to dollar
amounts in this section are in U.S. dollars unless expressly stated otherwise.

The  following  discussion  is intended to provide an analysis of our  financial
condition  and  should  be  read  in  conjunction  with  our  audited  financial
statements and the notes thereto. The matters discussed in this section that are
not historical or current facts deal with  potential  future  circumstances  and
developments.  Such forward-looking  statements include, but are not limited to,
the development plans for our growth,  trends in the results of our development,
anticipated  development plans,  operating expenses and our anticipated  capital
requirements and capital  resources.  Our actual results could differ materially
from the results discussed in the forward-looking statements.

OVERVIEW

Sterling  Exploration  Inc.  was  incorporated  in Nevada on August 18,  2003 to
engage in the business of  acquisition,  exploration  and development of natural
resource  properties.  Our  shares  of common  stock  commenced  trading  on the
Over-the-Counter Bulletin Board on April __, 2008 under the symbol "SRXP:BB".

At the time of  inception,  we began to seek  capital  and the  development  and
implementation  of  our  business  plan.  Subsequently,  we  identified  certain
potential mineral  properties for acquisition.  As of the date of this Quarterly
Report,  we hold  title to one  mineral  claim,  known as the  Railway  Prospect
Property,  which may contain little or no economic  mineralization.  The Railway
Prospect Property is comprised of sixteen unpatented mining claim units covering
approximately 633 acres. The claim was originally  recorded on January 27, 2004.
On January 20, 2005,  we purchased  the claim from Pilgrim Creek Mining Ltd. for
$7,000.00.

As of the date of this Quarterly Report,  we have re-staked the claim,  which is
now in  good  standing  until  February  2010.  We  have  not  carried  out  any
exploration  work on the claim nor have we incurred any exploration  costs.  Our
geologist  has  concluded  that the Railway  Prospect  Property  claim is a good
prospect for the discovery of gold mineralization. He has recommended a two-base
surface  exploration  program  to  further  examine  the  property.   Management
anticipates that the cost of the proposed  program is  approximately  $6,000 for
the initial phase of exploration and approximately $10,000 for the second phase.
We believe that the initial  exploration  phase will be supported by generators.
Water  required  for  exploration  and  development  is  available  in the area.
Management  anticipates that commencement of phase I of the exploration  program
is in the spring/summer of 2008. On May 5, 2008, our  President/Chief  Executive

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Officer,  Lynn Wigen loaned $10,000 to us so that sufficient funds are available
for  commencement  of  phase  I of the  exploration  program.  See  "--  Plan of
Operation".

In the event our claim does not  contain  any  reserves,  all funds that we have
spent on exploration  will be lost. Even if we complete our current  exploration
program and are successful in identifying a mineral deposit, we will be required
to expend  substantial funds on further drilling and engineering  studies before
we will know if we have a commercially viable mineral deposit or reserve.

RESULTS OF OPERATION

NINE-MONTH PERIOD ENDED MARCH 31, 2008 COMPARED TO NINE-MONTH PERIOD ENDED MARCH
31, 2007.

Our net loss during the nine-month period ended March 31, 2008 was approximately
($25,822)  compared to a net loss of ($3,482)  for the  nine-month  period ended
March 31, 2007 (an increase of $22,340).

During the nine-month  periods ended March 31, 2008 and 2007,  respectively,  we
did not generate any revenue. During the nine-month period ended March 31, 2008,
we incurred  general and  administrative  expenses  in the  aggregate  amount of
$25,822 compared to $3,482 incurred during the nine-month period ended March 31,
2007. The general and  administrative  expenses  incurred  during the nine-month
period ended March 31, 2008  consisted of: (i) filing and transfer agent fees of
$16,361 (2007:  $-0-); (ii) professional  fees of $9,045 (2007:  $3,295);  (iii)
office  expenses of $304 (2006:  $105-);  and (iv) bank  charges and interest of
$112 (2007: $82).

The  increase  in net loss  during the  nine-month  period  ended March 31, 2008
compared to the nine-month period ended March 31, 2007 is attributable primarily
to the increase in professional fees and filing and transfer agent fees based on
the increased scale and scope of business operations. General and administrative
expenses  generally include  corporate  overhead,  financial and  administrative
contracted services, marketing and consulting costs.

Our net loss during the nine-month  period ended March 31, 2008 was ($25,822) or
($0.00)  per share  compared  to a net loss of ($3,482) or ($0.00) per share for
the  nine-month  period ended March 31, 2007.  The  weighted  average  number of
shares outstanding was 8,055,000 at March 31, 2008 and 2007, respectively.

THREE-MONTH  PERIOD ENDED MARCH 31, 2008  COMPARED TO  THREE-MONTH  PERIOD ENDED
MARCH 31, 2007.

Our  net  loss  during  the   three-month   period  ended  March  31,  2008  was
approximately  ($3,240)  compared  to a net loss of ($149)  for the  three-month
period ended March 31, 2007 (an increase of $3,091).

During the three-month periods ended March 31, 2008 and 2007,  respectively,  we
did not  generate  any revenue.  During the  three-month  period ended March 31,
2008, we incurred general and administrative expenses in the aggregate amount of
$3,240 compared to $149 incurred  during the three-month  period ended March 31,

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2007. The general and  administrative  expenses  incurred during the three-month
period ended March 31, 2008  consisted of: (i) filing and transfer agent fees of
$1,463 (2007: $-0-); (ii) professional fees of $1,750 (2007: $-0-); (iii) office
expenses of $-0- (2007:  $105); and (iv) bank charges and interest of $27 (2007:
$44).

The  increase in net loss  during the  three-month  period  ended March 31, 2008
compared  to the  three-month  period  ended  March  31,  2007  is  attributable
primarily to the  increase in  professional  fees and filing and transfer  agent
fees.

Our net loss during the three-month  period ended March 31, 2008 was ($3,240) or
($0.00) per share  compared to a net loss of ($149) or ($0.00) per share for the
three-month  period ended March 31, 2007. The weighted  average number of shares
outstanding was 8,055,000 at March 31, 2008 and 2007, respectively.

LIQUIDITY AND CAPITAL RESOURCES

NINE-MONTH PERIOD ENDED MARCH 31, 2008

Our financial  statements have been prepared assuming that we will continue as a
going  concern  and,  accordingly,  do not include  adjustments  relating to the
recoverability  and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation.

As at the nine-month period ended March 31, 2008, our current assets were $2,569
and our current liabilities were $25,000, resulting in a working capital deficit
of $22,431.  As at the nine-month  period ended March 31, 2008, our total assets
were $2,569 consisting of cash compared to total assets of $8,391 at fiscal year
ended June 30, 2007. As at the nine-month period ended March 31, 2008, our total
liabilities  were $25,000  consisting of a loan from a related party compared to
current  liabilities  of $5,000 at fiscal year ended June 30, 2007. The increase
in current  liabilities  was  primarily due to the increase in the loan from the
related party.

Stockholders'  equity/deficit  decreased  from  $3,391  as at June  30,  2007 to
($22,431) as at March 31, 2008.

We have not generated  positive cash flows from  operating  activities.  For the
nine-month  period  ended  March  31,  2008,  net cash  flow  used in  operating
activities was ($25,822) compared to net cash flow used in operating  activities
of ($3,482) for the  nine-month  period ended March 31, 2007. Net cash flow used
in  operating  activities  during the  nine-month  period  ended  March 31, 2008
consisted primarily of a net loss of ($25,822).

During the  nine-month  period ended March 31, 2008,  net cash flow  provided by
financing  activities  was  $20,000  compared  to net cash flow  from  financing
activities of $-0- for the nine-month period ended March 31, 2007. Net cash flow
provided from financing  activities during the nine-month period ended March 31,
2008  pertained to the $20,000  received as proceeds  from the loan from related
party.

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PLAN OF OPERATION

Advances and further private  placements are expected to be adequate to fund our
operations  over  the next  six  months.  On May 5,  2008,  our  President/Chief
Executive Officer, Lynn Wigen, loaned us $10,000 for purposes of working capital
related to  commencement  of phase I  exploration  program.  We have no lines of
credit  or  other  bank  financing  arrangements.  Generally,  we have  financed
operations  to date through the proceeds of the private  placement of equity and
debt securities.  In connection with our business plan,  management  anticipates
that  administrative  expenses will increase over the next twelve months. We may
also encounter business  endeavors that require  significant cash commitments or
unanticipated  problems  or  expenses  that could  result in a  requirement  for
additional cash.

Additional  issuances of equity or convertible  debt  securities  will result in
dilution  to our  current  shareholders.  Further,  such  securities  might have
rights,  preferences  or  privileges  senior  to our  common  stock.  Additional
financing may not be available  upon  acceptable  terms,  or at all. If adequate
funds are not available or are not available on acceptable  terms, we may not be
able to take advantage of prospective new business  endeavors or  opportunities,
which could  significantly and materially restrict our business  operations.  We
are continuing to pursue external financing  alternatives to improve our working
capital position and to grow the business to the greatest possible extent.

The report of the independent registered public accounting firm that accompanies
our fiscal year end June 30, 2007 and June 30, 2006 audited financial statements
contains an explanatory paragraph expressing substantial doubt about our ability
to continue as a going  concern.  The  financial  statements  have been prepared
"assuming that we will continue as a going concern," which  contemplates that we
will  realize our assets and  satisfy our  liabilities  and  commitments  in the
ordinary course of business.

MATERIAL COMMITMENTS

As of the date of this Quarterly Report, we do not have any material commitments
to which we are a party.

ITEM 3. INTERNATL CONTROLS AND PROCEDURES

An evaluation was conducted under the supervision and with the  participation of
our  management,  including Lynn Wigen,  our Chief  Executive  Officer and Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of our
disclosure  controls  and  procedures  as of  March  31,  2008.  Based  on  that
evaluation, Ms. Wigen concluded that our disclosure controls and procedures were
effective as of such date to ensure that information required to be disclosed in
the reports that we file or submit  under the Exchange Act of 1934,  as amended,
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the rules and forms.  Such officer also  confirms that there was no
change in our internal  control over financial  reporting  during the nine-month
period ended March 31, 2008,  that has  materially  affected,  or is  reasonably
likely to materially affect, our internal control over financial reporting.

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                                     PART II

ITEM 1. LEGAL PROCEEDINGS

As of the date of this  Quarterly  Report,  we are not aware of any  pending  or
existing legal proceedings  involving our company or its officers and directors.
We are  not  aware  of any  proceedings  being  contemplated  by any  person  or
governmental authority against us, our properties or our officers and directors.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

(a) Exhibits

The  following  exhibits  are  included  in this  report:  See  "Exhibit  Index"
immediately following the following the signature page of this Form 10-QSB.

31.1 Certification of Chief Executive  Officer  pursuant to Securities  Exchange
     Act of 1934 Rule 13a-14(a) or 15d-14(a).

31.2 Certification of Chief Financial  Officer  pursuant to Securities  Exchange
     Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1 Certifications  pursuant to Securities  Exchange Act of 1934 Rule 13a-14(b)
     or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906
     of the Sarbanes-Oxley Act of 2002.

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                                   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.

                                         Sterling Exploration, Inc.


Date: May 9, 2008                        By: /s/ Lynn Wigen
                                            ------------------------------------
                                            Lynn Wigen, President and Chief
                                            Executive Officer


Date: May 9, 2008                        By: /s/ Lynn Wigen
                                            ------------------------------------
                                            Lynn Wigen, Chief Financial Officer

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