UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q



S
          QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended September 30, 2008



£
          TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _____ to _____



Commission File Number:        000-52880

``

IMPALA MINERAL EXPLORATION CORP.

(Exact name of small business issuer as specified in its charter)





|Nevada                                                             |  | 98-0549550                          
|------------------------------------------------------------------ |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization)     |  | (I.R.S. Employer Identification No.)
|                                                                   |  |                                     
|3675 East First Avenue, Suite 201Burnaby, British Columbia, Canada |  | V5C 3V8                             
|(Address of principal executive offices)                           |  | (Zip Code)                          
|                                                                   |  |                                     
|(604) 299-7277                                                     |  |                                     
|Issuer's telephone number                                          |  |                                     
|                                                                   |  |                                     

Indicate by check mark whether the registrant (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  S
   No  £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.





|Large accelerated filer £

Non-accelerated filer £
 (Do not check if a smaller reporting company) | Accelerated filer   £

Smaller reporting company S
|------------------------------------------------------------------------------------------------- | --------------------------------------------------



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).             Yes  S
   No  £

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.  74,060,010 shares of common stock as of November 18, 2008.





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IMPALA MINERAL EXPLORATION CORP.
Quarterly Report On Form 10-Q
For The Quarterly Period Ended
September 30, 2008



INDEX





|PART I - FINANCIAL INFORMATION | 3                                                                                    
|------------------------------ | -------------------------------------------------------------------------------------
|Item 1.                        | Financial Statements                                                                 
|Item 2.                        | Management's Discussion and Analysis of Financial Condition and Results of Operations
|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risk                           
|Item 4.                        | Controls and Procedures                                                              
|PART II - OTHER INFORMATION    | 17                                                                                   
|Item 1.                        | Legal Proceedings                                                                    
|Item 1A.                       | Risk Factors                                                                         
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                          
|Item 3.                        | Defaults Upon Senior Securities                                                      
|Item 4.                        | Submission of Matters to a Vote of Securities Holders                                
|Item 5.                        | Other Information                                                                    
|Item 6.                        | Exhibits                                                                             



FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties.  Forward-looking statements in this quarterly report include, among others, statements regarding our capital needs, business plans and expectations.  Such forward-looking statements involve risks and uncertainties regarding the market price of copper, availability of funds, government regulations, permitting, common share prices, operating costs, capital costs, outcomes of ore reserve development, recoveries  and other factors.  Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition.  Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology.  Actual events or results may differ materially.  In evaluating these statements, you should consider various factors, including the risks outlined in our annual report on Form 10-KSB for the year ended December 31, 2007, this quarterly report on Form 10-Q, and, from time to time, in other reports that we file with the Securities and Exchange Commission (the "SEC").  These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.



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PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

The following unaudited interim financial statements of Impala Mineral Exploration Corp.(sometimes referred to as "we", "us" or "our Company") are included in this quarterly report on Form 10-Q:



|                              | Page
|----------------------------- | ----
|Balance Sheets                | 4   
|Statements of Operations      | 5   
|Statements of Cash Flows      | 6   
|Notes to Financial Statements | 7   











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IMPALA MINERAL EXPLORATION CORP.(Formerly Harborside Ventures Inc.)
(An Exploration Stage Company)
BALANCE SHEETS







|                                                                        | September 30, | December 31,
|----------------------------------------------------------------------- | ------------- | ------------
|                                                                        | 2008          | 2007        
|                                                                        | (Unaudited)   |             
|                                                                        |               |             
|ASSETS                                                                 
|                                                                        |               |             
|CURRENT ASSETS                                                          |               |             
|Cash                                                                    | $-            | $8,106      
|                                                                        |               |             
|                                                                        | $          -  | $8,106      
|                                                                        | =========     | =========   
|                                                                       
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                  
|                                                                        |               |             
|CURRENT LIABILITIES                                                     |               |             
|Bank overdraft                                                          | $195          | $	-         
|Accounts payable and accrued liabilities                                | 88,889        | 53,020      
|Loan payable (Note 4)                                                   | 19,272        | -           
|Due to related party (Note 6)                                           | 5,668         | 847         
|                                                                        | __________    | __________  
|                                                                        |               |             
|                                                                        | 114,024       | 53,867      
|                                                                        | __________    | __________  
|                                                                        |               |             
|                                                                       
|NATURE AND CONTINUANCE OF OPERATIONS (Note 1)                          
|                                                                       
|STOCKHOLDERS' DEFICIT                                                  
|Capital stock (Note 5)                                                  |               |             
|Authorized:                                                             |               |             
|5,000,000,000 common shares, $0.001 par value,                          |               |             
|Issued and outstanding:                                                 |               |             
|74,060,010 common shares (December 31, 2007 - 74,060,010 
      shares) | 74,060        | 74,060      
|Additional paid-in capital                                              | 17,240        | 17,240      
|Deficit accumulated during the exploration stage                        | (205,324)     | (137,061)   
|                                                                        | __________    | __________  
|                                                                        | (114,024)     | (45,761)    
|                                                                        | __________    | __________  
|                                                                        | $         -   | $	8,106     
|                                                                        | =========     | =========   





The accompanying notes are an integral part of these financial statements.



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IMPALA MINERAL EXPLORATION CORP.(Formerly Harborside Ventures Inc.)
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)



|                                                                  | For the
Three months
Ended
September 30, | For the
Three months
Ended
September 30, | For the
Nine months
Ended
September 30, | For the
Nine months
Ended
September 30, | Accumulated From
May 16, 2006
(Inception) to
September 30,
|----------------------------------------------------------------- | ---------------------------------------- | ---------------------------------------- | --------------------------------------- | --------------------------------------- | ----------------------------------------------------------
|                                                                  | 2008                                     | 2007                                     | 2008                                    | 2007                                    | 2008                                                      
|                                                                  |                                          |                                          |                                         |                                         |                                                           
|Expenses                                                          |                                          |                                          |                                         |                                         |                                                           
|Accounting and audit fees                                         | $                989                     | $        15,233                          | $          18,210                       | $        19,833                         | $        48,226                                           
|Interest on note payable (Note 4)                                 | 1,446                                    | -                                        | 3,426                                   | -                                       | 3,426                                                     
|Legal                                                             | 17,834                                   | 17,827                                   | 41,204                                  | 20,601                                  | 96,657                                                    
|Mineral property costs (Note 3)                                   | -                                        | -                                        | -                                       | -                                       | 6,586                                                     
|Office and administration expenses                                | (1,793)                                  | 3,849                                    | 1,519                                   | 9,256                                   | 22,932                                                    
|Travel                                                            | -                                        | 4,037                                    | 3,904                                   | 19,511                                  | 27,497                                                    
|                                                                  | __________                               | __________                               | __________                              | __________                              | __________                                                
|Net loss                                                          | $      (18,476)                          | $      (40,946)                          | $        (68,263)                       | $      (69,201)                         | $   (205,324)                                             
|                                                                  | =========                                | =========                                | =========                               | =========                               | =========                                                 
|Loss per share - basic and diluted                                | $         (0.00)                         | $         (0.00)                         | $         (0.00)                        | $        (0.00)                         |                                                           
|                                                                  | =========                                | =========                                | =========                               | =========                               |                                                           
|Weighted average number of shares outstanding - basic and diluted | 74,060,010                               | 74,060,010                               | 74,060,010                              | 31,036,054                              |                                                           
|                                                                  | =========                                | =========                                | =========                               | =========                               |                                                           













The accompanying notes are an integral part of these financial statements.



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IMPALA MINERAL EXPLORATION CORP.(Formerly Harborside Ventures Inc.)
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)





|                                                                       | For the
Nine months
Ended
September 30, | For the
Nine months
Ended
September 30, | May 16, 2006 (Inception) to September 30,
|---------------------------------------------------------------------- | --------------------------------------- | --------------------------------------- | -----------------------------------------
|                                                                       | 2008                                    | 2007                                    | 2008                                     
|                                                                       |                                         |                                         |                                          
|Operating Activities                                                   |                                         |                                         |                                          
|Net loss                                                               | $    (68,263)                           | $      (69,201)                         | $	 (205,324)                             
|Item not requiring use of cash:                                        |                                         |                                         |                                          
|Accrued interest on loan payable                                       | 3,426                                   |                                         | 3,426                                    
|Mineral property costs                                                 | -                                       | -                                       | 300                                      
|Change in non-cash working capital balances related to 
   operations: |                                         |                                         |                                          
|Accounts payable and accrued liabilities                               | 32,443                                  | 29,975                                  | 85,463                                   
|Due to related party                                                   | 4,821                                   | -                                       | 5,668                                    
|                                                                       | __________                              | __________                              | __________                               
|Net Cash Used in Operating Activities                                  | (27,573)                                | (39,226)                                | (110,467)                                
|                                                                       | __________                              | __________                              | __________                               
|Financing Activities                                                   |                                         |                                         |                                          
|Bank indebtedness                                                      | 195                                     | -                                       | 195                                      
|Loan payable                                                           | 19,272                                  | -                                       | 19,272                                   
|Proceeds on sale of common stock                                       | -                                       | 2,500                                   | 91,000                                   
|                                                                       | __________                              | __________                              | __________                               
|Net Cash from Financing Activities                                     | 19,368                                  | 2,500                                   | 110,467                                  
|                                                                       | __________                              | __________                              | __________                               
|Decrease in Cash                                                       | (8,106)                                 | (36,726)                                | -                                        
|                                                                       |                                         |                                         |                                          
|Cash, beginning                                                        | 8,106                                   | 79,221                                  | -                                        
|                                                                       | __________                              | __________                              | __________                               
|Cash, end                                                              | $         -                             | $42,495                                 | $         -                              
|                                                                       | =========                               | =========                               | =========                                
|                                                                       |                                         |                                         |                                          
|Supplemental cash flow information:                                    |                                         |                                         |                                          
|                                                                       |                                         |                                         |                                          
|Interest paid                                                          | $          -                            | $          -                            | $          -                             
|                                                                       | =========                               | =========                               | =========                                
|Income taxes paid                                                      | $          -                            | $          -                            | $          -                             
|                                                                       | =========                               | =========                               | =========                                



The accompanying notes are an integral part of these financial statements.



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IMPALA MINERAL EXPLORATION CORP.(Formerly Harborside Ventures, Inc.)
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTSSeptember 30, 2008
(Unaudited)



Note 1   Nature and Continuance of Operations



The Company was incorporated in the State of Nevada on May 16, 2006 under the name Harborside Ventures, Inc. and is in the exploration stage. Effective September 16, 2008, the Company changed its name to Impala Mineral Exploration Corp. through a merger with its wholly-owned subsidiary incorporated solely for the purpose of the name change. The Company has acquired a mineral property located in the Yukon Territory, Canada and 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 that 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 $205,324 and has a working capital deficiency of $114,024 as at September 30, 2008. Further losses are anticipated in the development of its business raising 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 obtaining 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  loans from directors and or private placement of common stock.

Unaudited Interim Financial Statements

The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission ("SEC") Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended December 31, 2007.



The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company's financial position at September 30, 2008 and the results of its operations and cash flows for the period then ended. The results of operations for the nine months ended September 30, 2008 are not necessarily indicative of the results to be expected for the year ended December 31, 2008.



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IMPALA MINERAL EXPLORATION CORP.(Formerly Harborside Ventures, Inc.)
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
September 30, 2008
(Unaudited)



Note 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 Financial Accounting Standards Board Statement No. 7 and its characterization of the Company as a development stage enterprise.

Mineral Property

The Company is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are capitalized in accordance with EITF 04-2 when management has determined that probable future benefits consisting of a contribution to future cash inflows, have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization is not met. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. As of the date of these financial statements, the Company has incurred only acquisition and exploration costs which have been expensed.To date the Company has not established any proven or probable reserves on its mineral properties.

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. Significant areas requiring management's estimates and assumptions are determining the fair value of shares of common stock.  Other areas requiring estimates include deferred tax balances, valuation allowances, allocations of expenditures to resource property interests and asset impairment tests.

Foreign Currency Translation

The financial statements are presented in United States dollars unless otherwise noted.  In accordance with Statement of Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.

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IMPALA MINERAL EXPLORATION CORP.(Formerly Harborside Ventures, Inc.)
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
September 30, 2008
(Unaudited)





Note 2   Summary of Significant Accounting Policies (continued)



Fair Value of Financial Instruments



The carrying value of Bank overdraft, accounts payable and accrued liabilities, loan payable and amounts due to related party approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion that 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 September 30, 2008, a full deferred tax asset valuation allowance has been provided and no deferred tax asset benefit has been recorded.

The Company adopted the provisions of Financial Accounting Standards Board ("FASB") Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), on January 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with SFAS No.5, "Accounting for Contingencies". As required by Interpretation 48, which clarifies SFAS No. 109, "Accounting for Income Taxes", the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would make more likely than not sustain the position following an audit. For tax positions meeting this standard, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied Interpretation 48 to all tax positions for which the statute of limitations remained open. The adoption of FIN 48 did not have a material impact in the financial statements during the period ended September 30, 2008.



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IMPALA MINERAL EXPLORATION CORP.(Formerly Harborside Ventures, Inc.)
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
September 30, 2008
(Unaudited)





Note 2   Summary of Significant Accounting Policies (continued)



Basic and Diluted Loss Per Share

Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period.  Dilutive earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. Because the effect of conversion of the Company's dilutive securities is anti-dilutive, diluted loss per share is the same as basic loss per share for the periods presented.

Stock-based Compensation



The Company records stock-based compensation in accordance with SFAS No. 123R "Share Based Payments", using the fair value method. The Company has not adopted a stock option plan and has not granted any stock options. Accordingly no stock-based compensation has been recorded to date. The Company has not issued any stock options since its inception.  All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Recent Accounting Pronouncements



In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles". The adoption of this statement is not expected to have a material effect on the Company's financial statements.



In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities - an amendment to FASB Statement No. 133". SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

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IMPALA MINERAL EXPLORATION CORP.(Formerly Harborside Ventures, Inc.)
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
September 30, 2008
(Unaudited)



Note 3   Mineral Property

Quartz Claims

By "Quartz Claims Acquisition Agreement" dated May 25, 2006, the Company acquired a 100% undivided right, title and interest in and to the mineral property, known as "Quartz Claims", located in the Whitehorse Mining District of the Yukon Territory, Canada by the issuance of 60,000 common shares of the Company's capital stock at an issuance price of $0.005 per share for a total of $300 and repayment of staking and application costs of $6,586 (CAD$6,000) from an unrelated party. The Company issued the 60,000 common shares during the year ended December 31, 2007.



Note 4   Loan Payable



In February 2008, the Company signed a promissory note with a non-related party for $19,272 (Cdn$20,000), which bears an interest rate of 30% per annum, is unsecured and is repayable in six months. The due date has been extended to May 1, 2009 with all other terms remain the same. During the nine month period ended September 30, 2008, the Company incurred interest expense of $3,426 (Cdn$3,500) which is included in accounts payable and accrued liabilities.



Note 5   Capital Stock

On September 16, 2008, the Company effected a 10:1 forward stock split of the authorized, issued and outstanding common stock. As a result, the authorized share capital increased from 500,000,000 shares of common stock with a par value of $0.001 per share to 5,000,000,000 shares of common stock with a par value of $0.001 per share. The issued and outstanding share capital increased from 7,406,001 shares of common stock to 74,060,010 shares of common stock. All share amounts have been retroactively adjusted for all periods presented.

There were no share transactions during the nine month period ended September 30, 2008.

As at September 30, 2008, there were no outstanding stock options.



At September 30, 2008, there were 44,000,000 share purchase warrants outstanding with an exercise price of $0.01 per share until June 8, 2009.

Note 6   Due to Related Party

As at September 30, 2008 $5,668 (December 31, 2007 - $847) was due to the President and Director of the Company. These amounts are unsecured, do not bear interest and have no specific terms of repayment.

All related party transactions are in the normal course of business and are measured at the exchange amount, which is the amount, which is the amount of consideration established and agreed to by the related parties.



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Item 2.            Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition, changes in financial condition and results of operations for the nine months ended September 30, 2008 and 2007 should be read in conjunction with our unaudited interim financial statements and related notes for the nine months ended September 30, 2008 and 2007.  The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth below under the heading "Risk Factors".

Overview of our Business

We were incorporated on May 16, 2006 under the laws of the State of Nevada under the name Harborside Ventures, Inc.  Effective September 16, 2008 we changed our name to Impala Mineral Exploration Corp., effected a 10 for 1 stock split of our common stock and increased our authorized capital to 5,000,000,000 shares of common stock having a $0.001 par value.

We are an explorationstage company engaged in the acquisition and exploration of mineral properties.  In May 2006, we acquired a 100% undivided interest in four quartz claims located in the Whitehorse Mining District of the Yukon Territory.

The property underlying the quartz claim interests does not contain any known mineral deposits or reserves of minerals.  Accordingly, exploration of the property is required before we can determine whether any commercially viable mineral deposit may exist.  Our plan of operations is to carry out preliminary exploration work on the property in order to ascertain whether advanced exploration is warranted to determine whether the property possesses commercially exploitable mineral deposits.  We will not be able to determine whether or not the property contains a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on that work concludes economic viability.

We have obtained a geological report on the property underlying our mineral claim interests.  The geological report has recommended an exploration program consisting of two phases:  phase one of our planned exploration program is estimated to cost CDN$13,750 and phase two of our planned exploration program is estimated to cost CDN$8,470 (approximately $11,116 and $6,847, respectively, based on the noon buying rate as certified by the New York Federal Reserve Bank on November 19, 2008 of CDN$1.2370 : US$1.00).  We have determined to proceed with the recommended exploration program and, if warranted, complete full exploration of the property underlying our mineral claim interests.  At September 30, 2008, we had cash of $Nil and a working capital deficit of $114,024.  As such, we will require financing in order to complete phase one of our recommended work program as well as any further exploration to determine whether sufficient mineralized material, if any, exists to justify eventual mining and production.  Even if we determine that a mineral deposit exists on the property, an economic evaluation must be completed before the economic viability of commercial exploitation of the property could be completed.  Both advanced exploration and an economic determination will be contingent upon the results of our preliminary exploration programs and our ability to raise additional financing in order to proceed with advanced exploration and an economic evaluation.  There is no assurance that we will be able to obtain any additional financing to fund our exploration activities.



Exploration Stage Company

We are considered an exploration or exploratory stage company because we are involved in the examination and investigation of land that we believe may contain valuable minerals, for the purpose of discovering the presence of ore, if any, and its extent.  Because we are an exploration stage company, there is no assurance that a commercially viable mineral deposit exists on the property underlying our mineral claim interests, and a great deal of further exploration will be required before a final evaluation as to the economic and legal feasibility for our future exploration is determined.  We have no known reserves of any type of mineral.  To date, we have not discovered an economically viable mineral deposit on the property, and there is no assurance that we will discover one.



- 12 -



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Our Mineral Claim Interests

We entered into a Quartz Claims Acquisition Agreement with Oro Quest Ltd. effective as of May 25, 2006, whereby we obtained a 100% interest in four quartz claims located in the Whitehorse Mining District of the Yukon Territory, Canada, in consideration of:  (i) the repayment by us to Oro Quest of all staking and quartz claims application costs to the Whitehorse Mining District of the Yukon Territory which were incurred by Oro Quest in acquiring the claims and (ii) the issuance by us to Oro Quest of an aggregate of 60,000 common shares of our common stock at a deemed issuance price of $0.005 per share.

The quartz claims that are the subject of our mineral property interests are known as the "DIO Claims" and are located in the Whitehorse Mining District in the Yukon Territory, Canada.  The claims are accessed from the Pilot Mountain Subdivision Road, a subdivision along the north side of the Takhini Hot Springs Road approximately five kilometres from its junction with the North Klondike Highway, known locally as the Mayo Road.  A power line crosses the Pilot Mountain Subdivision Road approximately 400 metres from its junction with the Takhini Hot Springs Road.  About 200 metres east off the Pilot Mountain Road along the power line, the baseline of the DIO Claims is intersected.

The Claim information is as follows:

|Claim Name | Grant Numbers | Expiry Date     
|---------- | ------------- | ----------------
|DIO 1      | YC 54160      | October 18, 2009
|DIO 2      | YC 54161      | October 18, 2009
|DIO 3      | YC 54162      | October 18, 2009
|DIO 4      | YC 54163      | October 18, 2009

Our Planned Exploration Program



Our planned exploration program consists of two phases, as described below:

Phase One

Phase one of our planned exploration program consists of prospecting, geological mapping, geophysical and geochemical surveys.  The budget for this is broken down as follows:

|Proposed Budget:  Phase One                                                                      
|-------------------------------------------------------------------------------------------------
|Prospecting and geological mapping (7 days @ $500/day)                                           
|Follow-up geophysical and VLF-EM (very low frequency electromagnetic) surveys (5 days @ $700/day)
|Soil and rock sampling (100 samples @ $20/sample)                                                
|Room and board, transportation and shipping                                                      
|Report writing and supervision (4 days @ $500/day)                                               
|Contingency (10%)                                                                                
|Total:                                                                                           

Phase Two

Phase two of our planned exploration program consists of back hoe, blast or hand trenching and sampling of mineralized showings located in phase one.

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|Proposed Budget:  Phase Two                               
|----------------------------------------------------------
|Small back hoe rental ($70/hr (wet) @ 2 days @ 10 hrs/day)
|Mobilization and demobilization costs                     
|Explosives                                                
|Geologist and labourer/blaster (4 days @ $700/day)        
|Rock samples (50 samples @ $20/sample)                    
|Room and board, transportation and shipping               
|Report writing and supervision (2 days @ $500/day)        
|Contingency (10%)                                         
|Total:                                                    

The total estimated costs of phase one of CDN$13,750 and phase two of CDN$8,470 equal approximately $11,116 and $6,847, respectively, based on the noon buying rate as certified by the New York Federal Reserve Bank on November 19, 2008 of CDN$1.2370 : US$1.00.

Plans Regarding Exploration Program

We expect to commence phase one of the exploration program in late 2008 or early 2009, depending on weather conditions, the availability of personnel and equipment and the availability of financing.  Upon completion of phase one, and subject to the results of phase one, we intend to undertake phase two in the summer of 2009, subject to the availability of financing.

We will determine whether to proceed with further exploration work upon completion of phase two.  In completing this determination we will assess whether the results of the entire exploration up to that time are sufficiently positive to enable us to obtain any additional financing that we will then require.  This analysis will include an assessment of the market for financing of junior mineral exploration projects at the time of our assessment.

To date, we have spent no exploration expenditures on the property underlying our mineral claim interests, other than amounts spent in completing the geological report on the property.  We have not chosen anyone specific to conduct exploration work on the property.  We intend to choose a geologist recognized in the Yukon Territory who has had experience working in the regional area of the property.



Plan of Operations

Our plan of operations for the next twelve months is to complete the following objectives within the time periods specified, subject to our obtaining the funding necessary for the continued exploration of the property underlying our mineral claims:

1. We intend to conduct phase one of our recommended exploration program on the property underlying our mineral claim interests.  Phase one will consist of prospecting, geological mapping, geophysical and geochemical surveys, and is estimated to cost approximately CDN$13,750 (approximately $11,116  based on the noon buying rate as certified by the New York Federal Reserve Bank on November 19, 2008 of CDN$1.2370 : US$1.00).  We expect to commence phase one of our exploration program in the late 2008 or early 2009, depending on weather conditions, the availability of personnel and equipment and the availability of financing.
2. We anticipate spending approximately $7,000 in ongoing general and administrative expenses per month for the next twelve months, for a total anticipated expenditure of $84,000 over the next twelve months.  The general and administrative expenses for the year will consist primarily of professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees and general office expenses.

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Thus, we estimate that our expenditures over the next twelve months will be approximately $95,000 ($11,116 to complete phase one of our recommended exploration program and $84,000 to cover ongoing general and administrative expenses).  As at September 30, 2008, we had cash of $Nil and a working capital deficit of $114,024.  Our ability to complete phases one and two of our recommended exploration program of the property underlying our mineral claim interests, and to pay our general and administrative expenses for the next twelve months, will be subject to us obtaining financing.

During the twelve month period following the date of this report we anticipate that we will not generate any revenue.  Accordingly, we will be required to obtain financing in order to continue our plan of operations during and beyond the next twelve months.  We believe that debt financing will not be an alternative for funding additional phases of exploration as we do not have tangible assets to secure any debt financing.  We anticipate that funding will be in the form of equity financing from the sale of our common stock.  However, we do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our complete exploration program.  In the absence of such financing, we will not be able to pursue phase one or two of our recommended exploration program or any advanced exploration of the property underlying our mineral claim interests and our business plan will fail.  If we do not continue to obtain additional financing, we will be forced to abandon our mineral claim interests and our plan of operations will fail.



We may consider entering into a joint venture arrangement to provide the required funding to develop the property underlying our mineral claim interests.  We have not undertaken any efforts to locate a joint venture participant.  Even if we determined to pursue a joint venture participant, there is no assurance that any third party would enter into a joint venture agreement with us in order to fund exploration of the property underlying our mineral claim interests.  If we entered into a joint venture arrangement, we would likely have to assign a percentage of our interest in our mineral claim interests to the joint venture participant.



Results of Operations

Revenues

We have had no operating revenues since inception.  We anticipate that we will not generate any revenues for so long as we are an exploration stage company.

Expenses

Our expenses for the following periods are set forth below:



|                                   | For the
Three months
Ended
September 30, | For the
Three months
Ended
September 30, | For the
Nine months
Ended
September 30, | For the
Nine months
Ended
September 30, | Accumulated From
May 16, 2006
(Inception) to
September 30,
|---------------------------------- | ---------------------------------------- | ---------------------------------------- | --------------------------------------- | --------------------------------------- | ----------------------------------------------------------
|                                   | 2008                                     | 2007                                     | 2008                                    | 2007                                    | 2008                                                      
|                                   |                                          |                                          |                                         |                                         |                                                           
|Expenses                           |                                          |                                          |                                         |                                         |                                                           
|Accounting and audit fees          | $                989                     | $        15,233                          | $          18,210                       | $        19,833                         | $        48,226                                           
|Interest on note payable (Note 4)  | 1,446                                    | -                                        | 3,426                                   | -                                       | 3,426                                                     
|Legal                              | 17,834                                   | 17,827                                   | 41,204                                  | 20,601                                  | 96,657                                                    
|Mineral property costs (Note 3)    | -                                        | -                                        | -                                       | -                                       | 6,586                                                     
|Office and administration expenses | (1,793)                                  | 3,849                                    | 1,519                                   | 9,256                                   | 22,932                                                    
|Travel                             | -                                        | 4,037                                    | 3,904                                   | 19,511                                  | 27,497                                                    
|                                   | __________                               | __________                               | __________                              | __________                              | __________                                                
|Net loss                           | $      (18,476)                          | $      (40,946)                          | $        (68,263)                       | $      (69,201)                         | $   (205,324)                                             
|                                   | =========                                | =========                                | =========                               | =========                               | =========                                                 

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As such, we experienced a net loss of $68,263 for the nine months ended September 30, 2008, as compared to a net loss of $69,201 for the nine months ended September 30, 2007.  Our total net loss from inception to September 30, 2008 was $205,324.  Our expenses (and net losses) during the nine months ended September 30, 2008 as compared to the nine months ended September 30, 2007 were relatively stable.

Liquidity and Capital Resources

Net Cash Used in Operating Activities

Net cash used in operating activities was $27,573 for the nine months ended September 30, 2008, as compared with $39,226 for the nine months ended September 30, 2007.  We have applied cash generated from our financing activities to fund our operations.

Net Cash from Financing Activities

During the nine months ended September 30, 2008, we obtained net cash of $19,368 from financing activities ($19,272 from a loan payable), as compared to $2,500 (proceeds from the sale of our common stock) during the nine months ended September 30, 2007.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to continue to pursue our plan of operations.  For these reasons our auditors stated in their report included with our annual report for the year ended December 31, 2007 that they have substantial doubt we will be able to continue as a going concern.

Future Financings

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations.  Issuances of additional shares will result in dilution to our existing shareholders.  There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned expansion and activities.

Off-Balance Sheet Arrangements

There are no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our  financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, which individually or in the aggregate is material to our investors.

Item 3.            Quantitative and Qualitative Disclosures About Market Risk

Not applicable because we are a smaller reporting company.

Item 4.            Controls and Procedures

Disclosure Controls and Procedures

Robert Skelly, our President, Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer and a director, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report, and in his opinion our disclosure controls and procedures were effective.

No Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.             Legal Proceedings

We currently are not a party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.

Item 1A.           Risk Factors

Not applicable because we are a smaller reporting company.

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



We did not sell any equity securities during the period covered by this report.

Item 3.             Defaults Upon Senior Securities

None.

Item 4.             Submission of Matters to a Vote of Securities Holders

None.

Item 5.             Other Information

None

Item 6.             Exhibits



|Exhibit No. | Description of Exhibit                                                                                                        
|----------- | ------------------------------------------------------------------------------------------------------------------------------
|3.1 (1)     | Articles of Incorporation                                                                                                     
|3.2 (1)     | Bylaws                                                                                                                        
|3.3         | Articles of Merger as filed with the Nevada Secretary of State, effective as of September 16, 2008                            
|3.4         | Certificate of Change as filed with the Nevada Secretary of State, effective as of September 16, 2008                         
|10.1 (1)    | Quartz Claims Acquisition Agreement between the company and Oro Quest Ltd., dated May 25, 2006                                
|10.2 (1)    | Form of Seed Capital Unit Private Placement Agreement                                                                         
|31.1        | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
|32.1        | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350               

(1) Incorporated by reference from our registration statement on Form SB-2 as filed with the SEC on October 4, 2007.





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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.



IMPALA MINERAL EXPLORATION CORP.



By:            "Robert Skelly"
                  Robert Skelly                  President, Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer and a director

Date:         November 19, 2008