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 March 31, 2009



£
         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.)
|                                                               |  |                                     
|                                                               |  |                                     
|520-470 Granville StreetVancouver, British Columbia, Canada    |  | V6C 1V6                             
|(Address of principal executive offices)                       |  | (Zip Code)                          
|                                                               |  |                                     
|                                                               |  |                                     
|(604) 689-7178                                                 |  |                                     
|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 £                                              | Accelerated filer   £      
|---------------------------------------------------------------------- | ---------------------------
|Non-accelerated filer £
 (Do not check if a smaller reporting company) | 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.  74,310,010 shares of common stock as of May 22, 2009.





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IMPALA MINERAL EXPLORATION CORP.
Quarterly Report On Form 10-Q
For The Quarterly Period Ended
March 31, 2009



INDEX





|PART I - FINANCIAL INFORMATION | 3       
|------------------------------ | --------
|                               | Item 1. 
|                               | Item 2. 
|                               | Item 3. 
|                               | Item 4. 
|PART II - OTHER INFORMATION    | 15      
|                               | Item 1. 
|                               | Item 1A.
|                               | Item 2. 
|                               | Item 3. 
|                               | Item 4. 
|                               | Item 5. 
|                               | Item 6. 



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-K for the year ended December 31, 2008, 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 the Financial Statements | 7   















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





|                                                                            | March 31,         | December 31,     
|--------------------------------------------------------------------------- | ----------------- | -----------------
|                                                                            | 2009              | 2008             
|                                                                            | (unaudited)       |                  
|ASSETS                                                                     
|                                                                            |                   |                  
|CURRENT ASSETS                                                              |                   |                  
|Cash                                                                        | $               - | $               -
|                                                                            |                   |                  
|                                                                           
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                      
|                                                                            |                   |                  
|CURRENT LIABILITIES                                                         |                   |                  
|Bank overdraft                                                              | $     	216        | $     	82        
|Accounts payable and accrued liabilities                                    | 81,173            | 90,342           
|Loans payable (Note 2)                                                      | 34,249            | 19,815           
|Due to related party (Note 4)                                               | 5,201             | 5,278            
|                                                                            |                   |                  
|                                                                            |                   |                  
|                                                                            | $	120,839         | $	115,517        
|                                                                            |                   |                  
|                                                                            |                   |                  
|                                                                           
|CONTINUANCE OF OPERATIONS (Note 1)                                         
|                                                                           
|STOCKHOLDERS' DEFICIT                                                      
|Capital stock (Note 3)                                                      |                   |                  
|Authorized:                                                                 |                   |                  
|5,000,000,000 common shares, $0.001 par value,                              |                   |                  
|Issued and outstanding:                                                     |                   |                  
|74,210,010 common shares 
          (December 31, 2008 - 74,060,010 shares) | 74,210            | 74,060           
|Additional paid-in capital                                                  | 32,090            | 17,240           
|Deficit accumulated during the exploration stage                            | (227,139)         | (206,817)        
|                                                                            |                   |                  
|                                                                            | (120,839)         | (115,517)        
|                                                                            |                   |                  
|                                                                            | $         -       | $         -      
|                                                                            |                   |                  







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



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IMPALA MINERAL EXPLORATION CORP.(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)





|                                                                  | For the Three Months
Ended
March 31, | For the Three Months
Ended
March 31, | May 16, 2006 (Inception) to March 31,
|----------------------------------------------------------------- | ------------------------------------ | ------------------------------------ | -------------------------------------
|                                                                  | 2009                                 | 2008                                 | 2009                                 
|                                                                  |                                      |                                      |                                      
|Expenses                                                          |                                      |                                      |                                      
|Accounting and audit fees                                         | $         12,750                     | $         14,575                     | $         63,922                     
|Foreign exchange (gain) loss                                      | (2,659)                              | (1,512)                              | (16,887)                             
|Interest on loan payable                                          | 1,190                                | -                                    | 5,847                                
|Legal                                                             | 8,907                                | 8,806                                | 115,618                              
|Mineral property costs                                            | -                                    | -                                    | 6,586                                
|Office and administration expenses                                | 134                                  | 3,181                                | 24,556                               
|Travel                                                            | -                                    | 2,735                                | 27,497                               
|                                                                  |                                      |                                      |                                      
|Net loss                                                          | $        (20,322)                    | $      (27,785)                      | $       (227,139)                    
|                                                                  |                                      |                                      |                                      
|Loss per share - basic and diluted                                | $          -                         | $          -                         | -                                    
|                                                                  |                                      |                                      |                                      
|Weighted average number of shares outstanding - basic and diluted | 74,125,740                           | 74,060,010                           | -                                    
|                                                                  |                                      |                                      |                                      











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



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IMPALA MINERAL EXPLORATION CORP.(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)





|                                                                       | For the Three Months
Ended
March 31, | For the Three Months
Ended
March 31, | May 16, 2006 (Inception) to March 31,
|---------------------------------------------------------------------- | ------------------------------------ | ------------------------------------ | -------------------------------------
|                                                                       | 2009                                 | 2008                                 | 2009                                 
|                                                                       |                                      |                                      |                                      
|Operating Activities                                                   |                                      |                                      |                                      
|Net loss                                                               | $         (20,322)                   | $           (27,785)                 | $	 (227,139)                         
|Item not requiring use of cash:                                        |                                      |                                      |                                      
|Accrued interest on loan payable                                       | 1,190                                | -                                    | 5,847                                
|Mineral property costs                                                 | -                                    | -                                    | 300                                  
|Change in non-cash working capital balances related to 
   operations: |                                      |                                      |                                      
|Accounts payable and accrued liabilities                               | (10,360)                             | 2,216                                | 75,326                               
|Due to related party                                                   | (77)                                 | -                                    | 5,201                                
|                                                                       |                                      |                                      |                                      
|Net Cash Used in Operating Activities                                  | (29,569)                             | (25,569)                             | (140,465)                            
|                                                                       |                                      |                                      |                                      
|Financing Activities                                                   |                                      |                                      |                                      
|Proceeds on sale of common stock                                       | 15,000                               | -                                    | 106,000                              
|Loans payable                                                          | 14,435                               | 19,566                               | 34,249                               
|                                                                       |                                      |                                      |                                      
|Net Cash from Financing Activities                                     | 29,435                               | 19,566                               | 140,249                              
|                                                                       |                                      |                                      |                                      
|Decrease in Cash                                                       | (134)                                | (6,003)                              | (216)                                
|                                                                       |                                      |                                      |                                      
|Cash (Bank overdraft), beginning                                       | (82)                                 | 8,106                                | -                                    
|                                                                       |                                      |                                      |                                      
|Cash (Bank overdraft), end                                             | $	(216)                              | $	2,103                              | $	(216)                              
|                                                                       |                                      |                                      |                                      
|                                                                       |                                      |                                      |                                      
|Supplemental cash flow information and non-cash                        |                                      |                                      |                                      
|Investing and financing activities:                                    |                                      |                                      |                                      
|Interest paid                                                          | $           -                        | $           -                        | $           -                        
|                                                                       |                                      |                                      |                                      
|Income taxes paid                                                      | $           -                        | $           -                        | $           -                        
|                                                                       |                                      |                                      |                                      
|Shares issued for acquisition of mineral property                      | $           -                        | $           -                        | $      300                           
|                                                                       |                                      |                                      |                                      

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



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IMPALA MINERAL EXPLORATION CORP.(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTSMarch 31, 2009
(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 $227,139 and has a working capital deficiency of $120,839 as at March 31, 2009. 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 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, 2008.



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 March 31, 2009 and the results of its operations and cash flows for the period then ended. The results of operations for the three months ended March 31, 2009 are not necessarily indicative of the results to be expected for the year ended December 31, 2009.





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IMPALA MINERAL EXPLORATION CORP.(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2009
(unaudited)



Note 2          Loans Payable



In February 2008, the Company signed a promissory note for $16,420 (Cdn$20,000), which bears an interest rate of 30% per annum, is unsecured and was initially repayable in six months, which has been extended to May 1, 2009. During the three months ended March 31, 2009, the Company incurred interest expense of $1,190 (Cdn$1,500) which is included in accounts payable and accrued liabilities.



During the year ended December 31, 2008, the Company signed a promissory note for $3,395, which is non interest bearing, unsecured and is repayable at February 1, 2010.  During the three months ended March 31, 2009, the Company received an additional loan $15,000 which is non interest bearing, unsecured and has no fixed repayment terms.



In March 2009, the Company received  a loan  from one of the shareholders  for  $15,000, which is non interest bearing, unsecured and has no fixed repayment terms.



Note 3          Capital Stock



On February 20, 2009, the Company issued 150,000 units at $0.10 per unit, for total proceeds of $15,000. Each unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase an additional common share at $0.20 per share until February 20, 2011.



At March 31, 2009, there were no outstanding stock options.



At March 31, 2009, there were 44,000,000 share purchase warrants outstanding with an exercise price of $0.01 per share exercisable until June 8, 2009 and 150,000 share purchase warrants outstanding with an exercise price of $0.20 per share exercisable until February 20, 2011.



Note 4          Due to Related Party

As at March 31, 2009 $5,201 (December 31, 2008 - $5,278) 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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IMPALA MINERAL EXPLORATION CORP.(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2009
(unaudited)



Note 5          Subsequent Events



a)   On April 22, 2009, the Company issued 100,000 units at $0.10 per unit, for total proceeds of $10,000. Each unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase an additional common share at $0.20 per share until April 22, 2011.



b)   On May 19, 2009, the Company received an additional loan from the same investor for $19,926 which is non interest bearing, unsecured and has no fixed repayment terms.















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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 three months ended March 31, 2009 and 2008 should be read in conjunction with our unaudited interim financial statements and related notes for the three months ended March 31, 2009 and 2008.  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.

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 exploration stage 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.

As of the date of this report, the Company is in the process of finalizing the terms of a Mineral Option Assets Agreement with RSR (Tanzania) Limited ("RSR") whereby we anticipate that RSR will grant us an exclusive option to acquire an undivided 100% legal, beneficial and registerable interest in and to certain mineral property interests which are located in Tanzania known as the "Busolwa Gold Project".

The properties underlying the quartz claim interests and the Busolwa Gold Project do not contain any known mineral deposits or reserves of minerals.  Accordingly, exploration of the properties is required before we can determine whether any commercially viable mineral deposit may exist.  We will not be able to determine whether or not the properties contain a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on that work concludes economic viability.

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 properties 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 properties underlying our mineral property interests, and there is no assurance that we will discover one.

Our Mineral Claim Interests

Quartz Claims - Whitehorse Mining District, Yukon Territory, Canada

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 (on a post-reverse split basis).



- 10 -



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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

The Busolwa Gold Project

As described above, as of the date of this report we are in the process of finalizing the terms of a Mineral Option Assets Agreement with RSR, whereby we anticipate that RSR will grant our company an exclusive option to acquire an undivided 100% legal, beneficial and registerable interest in and to certain mineral property interests which are located in Tanzania and known as the "Busolwa Gold Project".  The Busolwa Gold Project covers approximately 51.5 square kilometers and is located approximately 30 kilometers from the town of Geita.

Our Planned Exploration Program



Quartz Claims - Whitehorse Mining District, Yukon Territory, Canada



We have obtained a geological report on the property underlying our Yukon mineral claim interests.  The geological report has recommended an exploration program consisting of two phases:

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 are equal to approximately $12,241 and $7,540, respectively, based on the noon buying rate as certified by the Bank of Canada on May 22, 2009 of CDN$1.1233 : US$1.00.

We expect to commence phase one of the exploration program in the summer of 2009, depending on 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 2010, 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 Yukon 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.

The Busolwa Gold Project

As of the date of this report, the Company is in the process of finalizing the terms of a Mineral Option Assets Agreement with RSR, whereby we anticipate that RSR will grant us an exclusive option to acquire an undivided 100% legal, beneficial and registerable interest in and to the Busolwa Gold Project.  If and when the definitive agreement is entered into, the Company intends to obtain a geological report on the Busolwa Gold Project to assist in determining a plan of operations going forward.



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 Yukon 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 $12,241 based on the noon buying rate as certified by the Bank of Canada on May 22, 2009 of CDN$1.1233 : US$1.00).  We expect to commence phase one of our exploration program in the summer of 2009, depending on weather conditions, the availability of personnel and equipment and the availability of financing.

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2.   Upon entry into a definitive agreement with respect to the Busolwa Gold Project, we intend to obtain a geological report with respect to this project and establish a plan of operations, which the Company estimates will cost approximately $20,000.  Once we obtain a geological report, we intend to establish a plan of operations and budget with respect to this project.

3.   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.

Thus, we estimate that our expenditures over the next twelve months will be approximately $116,241.  As at March 31, 2009, we had cash of $nil and a working capital deficit of $120,839.  Our ability to complete phase one of our recommended exploration program of the Yukon property, obtain a geological report on the Busolwa property, 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 our plan of operations 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.



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Expenses

Our expenses for the following periods are set forth below:

|                                   | For the Three Months
Ended
March 31, | For the Three Months
Ended
March 31, | May 16, 2006 (Inception) to March 31,
|---------------------------------- | ------------------------------------ | ------------------------------------ | -------------------------------------
|                                   | 2009                                 | 2008                                 | 2009                                 
|                                   |                                      |                                      |                                      
|Expenses                           |                                      |                                      |                                      
|Accounting and audit fees          | $         12,750                     | $         14,575                     | $         63,922                     
|Foreign exchange (gain) loss       | (2,659)                              | (1,512)                              | (16,887)                             
|Interest on loan payable           | 1,190                                | -                                    | 5,847                                
|Legal                              | 8,907                                | 8,806                                | 115,618                              
|Mineral property costs             | -                                    | -                                    | 6,586                                
|Office and administration expenses | 134                                  | 3,181                                | 24,556                               
|Travel                             | -                                    | 2,735                                | 27,497                               
|                                   |                                      |                                      |                                      
|Net loss                           | $        (20,322)                    | $      (27,785)                      | $       (227,139)                    
|                                   |                                      |                                      |                                      

As such, we experienced a net loss of $20,322 for the three months ended March 31, 2009, as compared to a net loss of $27,785 for the three months ended March 31, 2008.  The decrease in our net loss during the three months ended March 31, 2009 as compared to the three months ended March 31, 2008 was primarily due to the elimination of travel expenses and the reduction of office and administration expenses.

Liquidity and Capital Resources

Net Cash Used in Operating Activities

Net cash used in operating activities was $29,569 for the three months ended March 31, 2009, as compared with $25,569 for the three months ended March 31, 2008.  We have applied cash generated from our financing activities to fund our operations.

Net Cash from Financing Activities

During the three months ended March 31, 2009, we obtained net cash of $29,435 from financing activities ($15,000 from the sale of common stock and $14,435 from a loan payable), as compared to $19,566 (from a loan payable) during the three months ended March 31, 2008.

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, 2008 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.

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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

Laurence Stephenson, our principal executive officer and principal financial officer, has concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of the end of the period covered by this report, based on his evaluation of these controls and procedures required by paragraph (b) of Rules 13a-15 and 15d-15.

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.

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

Effective on February 20, 2009, we completed a non-brokered private placement pursuant to which we issued from treasury to one subscriber 150,000 units at a subscription price of $0.10 per unit for proceeds of $15,000. Each unit consists of one share of common stock and one non-transferable share purchase warrant. Each warrant entitles the holder to acquire an additional share of common stock at an exercise price of $0.20 per share until February 20, 2011. We relied on an exemption from registration under the Securities Act provided by Regulation S, based on representations and warranties provided by the subscriber in the subscription agreements entered into between the subscriber and our Company.

Effective on April 22, 2009, we completed a non-brokered private placement pursuant to which we issued from treasury to one subscriber 100,000 units at a subscription price of $0.10 per unit for proceeds of $10,000. Each unit consists of one share of common stock and one non-transferable share purchase warrant. Each warrant entitles the holder to acquire an additional share of common stock at an exercise price of $0.20 per share until April 22, 2011. We relied on an exemption from registration under the Securities Act provided by Regulation S, based on representations and warranties provided by the subscriber in the subscription agreements entered into between the subscriber and our Company.

The net proceeds of these offerings will be used for general working capital and corporate purposes.

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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(2)      | Articles of Merger as filed with the Nevada Secretary of State, effective as of September 16, 2008                            
|3.4(2)      | 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.
(2) Incorporated by reference from our quarterly report on Form 10-Q as filed with the SEC on November 20, 2008.











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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:          /s/ Laurence StephensonLaurence StephensonPresident, Chief Executive Officer, Principal Financial Officer, Secretary, Treasurer and a director

Date:        May 22, 2009