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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-QSB

**(Mark One)**

**x QUARTERLY
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
  For the quarterly period ended June 30, 2005

OR

** ̈**
  **TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT**
  For the transition period from _____________ to _____________

Commission file number 000-51241

**RED SKY RESOURCES INC.**
  (Exact name of small business issuer as specified in its charter)

|Nevada                                                         | 98-0443283                       
|-------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)

Suite 2410, 650 West Georgia Street, PO Box 11524Vancouver, British Columbia, V6B 4N7, Canada(Address of principal executive offices)

(604) 689-8336(Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
  (or for such shorter period that the registrant was required to file such reports),
  and (2) has been subject to such filing requirements for the past 90 days. Yes
  x No  ̈

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s
  classes of common equity, as of the latest practicable date: 2,196,500 shares
  of common stock are issued and outstanding as of August 10, 2005.

Transitional Small Business Disclosure Format (Check one):
  Yes  ̈ No x

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PART I – FINANCIAL INFORMATION

|Item 1. | Financial Statements.
|------- | ---------------------

These financial statements have been prepared by Red Sky Resources
  Inc. (the “Company”) without audit, pursuant to the rules and regulations
  of the Securities and Exchange Commission (“SEC”). Certain information
  and footnote disclosures normally included in financial statements prepared
  in accordance with generally accepted accounting principles have been omitted
  in accordance with such SEC rules and regulations. In the opinion of management,
  the accompanying statements contain all adjustments necessary to present fairly
  the financial position of the Company as of June 30, 2005, and its results of
  operations, stockholders’ equity, and its cash flows for the three and
  six month periods ended June 30, 2005 and 2004. The results for these interim
  periods are not necessarily indicative of the results for the entire year. The
  accompanying financial statements should be read in conjunction with the financial
  statements and the notes thereto filed as a part of the Company’s Form
  SB-2.

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RED SKY RESOURCES INC.(An exploration stage enterprise)
  Balance Sheets
  (Unaudited)

(Expressed in U.S. Dollars)

|                                                                                       |   | June 30  |   |   | December 31 |  
|-------------------------------------------------------------------------------------- | - | -------- | - | - | ----------- | -
|                                                                                       |   | 2005     |   |   | 2004        |  
|ASSETS                                                                                 |   |          |   |   |             |  
|                                                                                       |   |          |   |   |             |  
|Current assets                                                                         |   |          |   |   |             |  
|Cash and cash equivalents                                                              | $ | 15,636   |   | $ | 81,934      |  
|Total current assets                                                                   |   | 15,636   |   |   | 81,934      |  
|Mineral Property (Note 2)                                                              |   | -        |   |   | -           |  
|Oil and gas property                                                                   |   | -        |   |   | -           |  
|Total assets                                                                           |   | 15,636   |   |   | 81,934      |  
|                                                                                       |   |          |   |   |             |  
|LIABILITIES                                                                            |   |          |   |   |             |  
|                                                                                       |   |          |   |   |             |  
|Current liabilities                                                                    |   |          |   |   |             |  
|Accounts payable and accrued
      liabilities                                         | $ | 8,752    |   | $ | 2,825       |  
|Total current liabilities                                                              |   | 8,752    |   |   | 2,825       |  
|                                                                                       |   |          |   |   |             |  
|STOCKHOLDERS’ EQUITY                                                                   |   |          |   |   |             |  
|                                                                                       |   |          |   |   |             |  
|Share capital                                                                          |   |          |   |   |             |  
|Preferred stock, $0.0001
      par value, 5,000,000 shares authorized, none issued and |   |          |   |   |             |  
|outstanding                                                                            | $ | -        |   | $ | -           |  
|Common stock, $0.0001 par
      value, 100,000,000 shares authorized, 2,196,500 issued |   |          |   |   |             |  
|and
      outstanding (December 31, 2004 - 2,196,500)                                  |   | 220      |   |   | 220         |  
|                                                                                       |   |          |   |   |             |  
|Additional paid in capital                                                             |   | 129,405  |   |   | 129,405     |  
|Deficit accumulated during the exploration stage                                       |   | (122,741 | ) |   | (50,516     | )
|Total stockholders’ equity                                                             |   | 6,884    |   |   | 79,109      |  
|Total liabilities and stockholders’ equity                                             | $ | 15,636   |   | $ | 81,934      |  

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

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RED SKY RESOURCES INC.(An exploration stage enterprise)
  For the period from inception (October 14, 2001) to June 30, 2005
  Statements of Stockholders’ Equity
  (Unaudited)

(Expressed in U.S. Dollars)

|                                      |                 |              |           |             |               | Deficit     |         
|------------------------------------- | --------------- | ------------ | --------- | ----------- | ------------- | ----------- | --------
|                                      |                 |              |           |             |               | accumulated |         
|                                      |                 |              |           |             | Additional    | during      | Total   
|                                      | Preferred Stock | Common Stock | paid-in   | exploration | Stockholders’
|                                      | Shares          | Amount       | Shares    | Amount      | capital       | stage       | equity  
|Stocks issued at $0.0001 per share in |                 |              |           |             |               |             |         
|October 2001                          | -               | -            | 1,500,000 | 150         | -             | -           | 150     
|                                      |                 |              |           |             |               |             |         
|Net loss for the period               | -               | -            | -         | -           | -             | (542)       | (542)   
|                                      |                 |              |           |             |               |             |         
|Balance,December 31, 2001             | -               | -            | 1,500,000 | 150         | -             | (542)       | (392)   
|                                      |                 |              |           |             |               |             |         
|Stocks issued at $0.15 per share in   | -               | -            | 196,500   | 20          | 29,455        | -           | 29,475  
|February 2002                         |                 |              |           |             |               |             |         
|                                      |                 |              |           |             |               |             |         
|Net loss for the period               | -               | -            | -         | -           | -             | (9,283)     | (9,283) 
|                                      |                 |              |           |             |               |             |         
|Balance,December 31, 2002             | -               | -            | 1,696,500 | 170         | 29,455        | (9,825)     | 19,800  
|                                      |                 |              |           |             |               |             |         
|Net loss for the period               | -               | -            | -         | -           | -             | (24,450)    | (24,450)
|                                      |                 |              |           |             |               |             |         
|Balance,December 31, 2003             | -               | -            | 1,696,500 | 170         | 29,455        | (34,275)    | (4,650) 
|                                      |                 |              |           |             |               |             |         
|Stocks issued at $0.20 per share in   |                 |              |           |             |               |             |         
|December 2004                         | -               | -            | 500,000   | 50          | 99,950        | -           | 100,000 
|                                      |                 |              |           |             |               |             |         
|Net loss for the period               | -               | -            | -         | -           | -             | (16,241)    | (16,241)
|                                      |                 |              |           |             |               |             |         
|Balance,December 31, 2004             | -               | -            | 2,196,500 | 220         | 129,405       | (50,516)    | 79,109  
|                                      |                 |              |           |             |               |             |         
|Net loss for the period               | -               | -            | -         | -           | -             | (72,225)    | (72,225)
|                                      |                 |              |           |             |               |             |         
|Balance,June 30, 2005                 | -               | -            | 2,196,500 | 220         | 129,405       | (122,741)   | 6,884   

The accompanying notes are an integral part of these financial
  statements

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RED SKY RESOURCES INC.(An exploration stage enterprise)
  Statements of Operations
  (Unaudited)

(Expressed in U.S. Dollars

|                                          |   | Cumulative       |   |   |              |   |   |              |   |   |            |   |   |            |  
|----------------------------------------- | - | ---------------- | - | - | ------------ | - | - | ------------ | - | - | ---------- | - | - | ---------- | -
|                                          |   | October 14,      |   |   | Three Months |   |   | Three Months |   |   | Six Months |   |   | Six Months |  
|                                          |   | 2001 (inception) |   |   | Ended        |   |   | Ended        |   |   | Ended      |   |   | Ended      |  
|                                          |   | to June 30,      |   |   | June 30,     |   |   | June 30,     |   |   | June 30,   |   |   | June 30,   |  
|                                          |   | 2005             |   |   | 2005         |   |   | 2004         |   |   | 2005       |   |   | 2004       |  
|                                          |   |                  |   |   |              |   |   |              |   |   |            |   |   |            |  
|General and administrative expenses       |   |                  |   |   |              |   |   |              |   |   |            |   |   |            |  
|Bank charges                              | $ | 888              |   | $ | 75           |   | $ | 111          |   | $ | 222        |   | $ | 341        |  
|Consulting fees                           |   | 4,068            |   |   | -            |   |   | -            |   |   | -          |   |   | -          |  
|Management fees                           |   | 16,050           |   |   | -            |   |   | 4,280        |   |   | -          |   |   | 10,700     |  
|Mineral property expenditures             |   | 45,958           |   |   | 34,034       |   |   | 7,515        |   |   | 35,771     |   |   | 7,515      |  
|Oil and gas property recoveries           |   | -                |   |   | -            |   |   | (22,580      | ) |   | -          |   |   | (22,580    | )
|Office and Miscellaneous                  |   | 4,181            |   |   | 269          |   |   | 632          |   |   | 603        |   |   | 682        |  
|Professional fees                         |   | 43,475           |   |   | 7,949        |   |   | -            |   |   | 30,366     |   |   | 3,238      |  
|Transfer agent and filing fees            |   | 8,121            |   |   | 1,807        |   |   | 798          |   |   | 5,263      |   |   | 798        |  
|                                          |   |                  |   |   |              |   |   |              |   |   |            |   |   |            |  
|Net (loss) income for the period          | $ | (122,741         | ) | $ | (44,134      | ) | $ | 9,244        |   | $ | (72,225    | ) | $ | (694       | )
|                                          |   |                  |   |   |              |   |   |              |   |   |            |   |   |            |  
|Basic and diluted (loss) income per share |   |                  |   |   |              |   |   |              |   |   |            |   |   |            |  
|Net (loss) income per share               |   |                  |   |   | (0.02        | ) |   | 0.01         |   |   | (0.03      | ) |   | (0.00      | )
|                                          |   |                  |   |   |              |   |   |              |   |   |            |   |   |            |  
|Weighted average number of                |   |                  |   |   |              |   |   |              |   |   |            |   |   |            |  
|common shares outstanding                 |   |                  |   |   | 2,196,500    |   |   | 1,696,500    |   |   | 2,196,500  |   |   | 1,696,500  |  

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

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RED SKY RESOURCES INC.(An exploration stage enterprise)
  Statements of Cash Flows
  (Unaudited)

(Expressed in U.S. Dollars)

|                                                                 |   | Cumulative     |   |   |              |   |   |              |  |   |            |   |   |            |  
|---------------------------------------------------------------- | - | -------------- | - | - | ------------ | - | - | ------------ |  | - | ---------- | - | - | ---------- | -
|                                                                 |   | October 14,    |   |   |              |   |   |              |  |   |            |   |   |            |  
|                                                                 |   | 2001           |   |   | Three Months |   |   | Three Months |  |   | Six Months |   |   | Six Months |  
|                                                                 |   | (inception) to |   |   | Ended        |   |   | Ended        |  |   | Ended      |   |   | Ended      |  
|                                                                 |   | June 30,       |   |   | June 30,     |   |   | June 30,     |  |   | June 30,   |   |   | June 30,   |  
|                                                                 |   | 2005           |   |   | 2005         |   |   | 2004         |  |   | 2005       |   |   | 2004       |  
|                                                                 |   |                |   |   |              |   |   |              |  |   |            |   |   |            |  
|Cash flows from (used in) operating activities                   |   |                |   |   |              |   |   |              |  |   |            |   |   |            |  
|Net (loss) income for the period                                 | $ | (122,741       | ) | $ | (44,134      | ) | $ | 9,244        |  | $ | (72,225    | ) | $ | (694       | )
|Changes in non-cash working
      capital items:                 |   |                |   |   |              |   |   |              |  |   |            |   |   |            |  
|-
      accounts payable and accrued liabilities                 |   | 8,752          |   |   | (11,657      | ) |   | 1,004        |  |   | 5,927      |   |   | 4,503      |  
|                                                                 |   |                |   |   |              |   |   |              |  |   |            |   |   |            |  
|Net cash (used in) from operating activities                     |   | (113,989       | ) |   | (55,791      | ) |   | 10,248       |  |   | (66,298    | ) |   | 3,809      |  
|                                                                 |   |                |   |   |              |   |   |              |  |   |            |   |   |            |  
|Cash flows from (used in) financing activities                   |   |                |   |   |              |   |   |              |  |   |            |   |   |            |  
|Proceeds from issuance of common
      stock                     |   | 129,625        |   |   | -            |   |   | -            |  |   | -          |   |   | -          |  
|Due from a related party                                         |   | -              |   |   | -            |   |   | 10,570       |  |   | -          |   |   | 11,570     |  
|Due to a related party                                           |   | -              |   |   | -            |   |   | 4,280        |  |   | -          |   |   | 10,700     |  
|                                                                 |   |                |   |   |              |   |   |              |  |   |            |   |   |            |  
|Net cash from financing activities                               |   | 129,625        |   |   | -            |   |   | 14,850       |  |   | -          |   |   | 22,270     |  
|                                                                 |   |                |   |   |              |   |   |              |  |   |            |   |   |            |  
|Increase (decrease) in cash and cash equivalents                 |   | 15,636         |   |   | (55,791      | ) |   | 25,098       |  |   | (66,298    | ) |   | 26,079     |  
|                                                                 |   |                |   |   |              |   |   |              |  |   |            |   |   |            |  
|Cash and cash equivalents (deficiency),beginning of
      period |   | -              |   |   | 71,427       |   |   | 974          |  |   | 81,934     |   |   | (7         | )
|                                                                 |   |                |   |   |              |   |   |              |  |   |            |   |   |            |  
|Cash and cash equivalents, end of period                         | $ | 15,636         |   | $ | 15,636       |   | $ | 26,072       |  | $ | 15,636     |   | $ | 26,072     |  
|                                                                 |   |                |   |   |              |   |   |              |  |   |            |   |   |            |  
|Supplemental cash flow information:                              |   |                |   |   |              |   |   |              |  |   |            |   |   |            |  
|Interest expenses paid                                           | $ | -              |   | $ | -            |   | $ | -            |  | $ | -          |   | $ | -          |  
|Income taxes paid                                                |   | -              |   |   | -            |   |   | -            |  |   | -          |   |   | -          |  

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

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RED SKY RESOURCES INC.(An exploration stage enterprise)
  Notes to Financial Statements
  June 30, 2005
  (Unaudited)(Expressed in U.S. Dollars)

|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The accompanying unaudited interim balance sheets,
        statements of operations, statements of shareholders’ equity and
        cash flows reflected all adjustments, consisting of normal recurring adjustments
        and other adjustments, that are, in the opinion of management, necessary
        for a fair presentation of the financial position of the Company, at June
        30, 2005 and the results of operations, shareholders’ equity and
        cash flows for the interim period ended June 30, 2005. The accompanying
        unaudited financial statements have been prepared in accordance with the
        instruction from Form 10- QSB pursuant to the rules and regulations of
        Securities and Exchange Commission and, therefore, do not include all
        information and notes normally provided in audited financial statements
        and should be read in conjunction with the Company's financial statements
        for the fiscal year ended December 31, 2004. The result of operations
        for the interim periods presented is not necessarily indicative of the
        results to be expected for the full year.
|  
|   | The accompanying financial statements have been
        prepared in conformity with generally accepted accounting principles in
        the United States of America, which contemplates continuation of the Company
        as a going concern. However, the Company has sustained substantial operating
        losses in recent years resulting in a substantial accumulated deficit.
        In view of these matters, realization of a major portion of the assets
        in the accompanying balance sheet is dependent upon the continued operations
        of the Company, which in turn is dependent upon the Company’s ability
        to meet its financing requirements, and the success of its future operations.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   | To meet these objectives, the Company plans to seek
        additional equity and expects to raise funds through private or public
        equity investment in order to support existing operations and expand the
        range and scope of its business. There is no assurance that such additional
        funds will be available for the Company on acceptable terms, if at all.
        Management believes that actions presently taken to revise the Company’s
        operating and financial requirements provide the opportunity for the Company
        to continue as a going concern. The Company’s ability to achieve
        these objectives cannot be determined at this time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|2. | Mineral Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   | During the year ended December 31, 2004, the Company
        staked twenty-five mining claims located in the Iliamna Recording District
        of Southwestern Alaska. As the claims do not contain any known reserves,
        the acquisition costs were expensed during the year ended December 31,
        2004. The mineral claims are renewable on the 1st of every September conditional
        on meeting certain mineral exploration expenditures or by paying cash
        in lieu of mineral exploration expenditures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|3. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | During the six months ended June 30, 2005, the Company
        paid management fees of $nil (six months ended June 30, 2004 - $10,700)
        to the sole officer and director of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|Item 2. | Management’s Discussion and Analysis or Plan of Operations.
|------- | -----------------------------------------------------------

FORWARD LOOKING STATEMENTS

This Quarterly Report may contain forward-looking statements
  within the meaning of Section 27A of the Securities Act of 1933 that involve
  risks and uncertainties. In particular such forward-looking statements may be
  found in this section. The following discussion and analysis of the financial
  condition and results of operations should be read in conjunction with the financial
  statements and related notes included in our Form SB-2 filed March 15, 2005.
  Words or phrases such as “will”, “hope”, “expect”,
  “intend”, “plan” or similar expressions are generally
  intended to identify forward-looking statements. Those statements involve risks
  and uncertainties that could cause actual results to differ materially from
  the results discussed herein. The principal risks and uncertainties that may
  affect our actual performance and results of operations include the following:
  general economic conditions; exploration successes, continued availability of
  capital and financing; adverse weather; governmental regulation; changes in
  governmental and public policy; changes in economic conditions specific to our
  business; competition; availability of equipment and qualified personnel and
  unexpected operational difficulties. Other risks and uncertainties may also
  affect the outcome of our actual performance and results of operations. You
  are cautioned not to place undue reliance on the forward-looking statements
  made in this Management’s Discussion and Analysis or Plan of Operations.

Overview

We are in the business of mineral exploration. We acquired
  twenty-five mineral claims in southwestern Alaska via staking which we believe
  are prospective for gold and copper. Our mineral claims consist of twenty-five
  quarter sections which cover approximately 4,000 acres or 6.25 square miles
  and are in good standing with the State of Alaska through to September 1, 2005.
  Subsequent to September 1, 2005, we will be required and are fully prepared
  to continue the work programs on the claims, which will be sufficient to maintain
  them in good standing on an annual basis.

Our objective is to conduct mineral exploration activities
  on the property in order to assess whether it possesses commercially exploitable
  reserves of minerals. To date, we have not discovered an economically viable
  mineral deposit on the mineral claims, and there is no assurance that we will
  discover one. A great deal of further exploration will be required before a
  final evaluation as to the economic and legal feasibility for our future development
  is determined.

Phase One Exploration of Mineral Claims

In late May 2005, we conducted the first phase of exploration
  on the mineral claims consisting of an induced polarization survey and a ground
  magnetic survey. The cost of the program was approximately $34,000 which
  exceeded our initial estimate by $4,000. The increase was a result of higher
  than expected costs for mobilization, demobilization and labor. The work program
  commenced in mid May 2005 and lasted approximately ten days.

We commissioned a report on the results of phase one from
  a consulting geophysics firm and we were in receipt of a preliminary report
  in July 2005. The preliminary report stated the induced polarization survey
  encountered various ground conditions during the survey resulting in varying
  degrees of quality data. There were features of interest on several of the induced
  polarization lines surveyed but no conclusive evidence can be obtained from
  the acquired chargeability readings. The combined affects of poor weather conditions,
  a possible frost layer and the existence of a highly resistive overburden resulted
  in very low voltage potential.

Plan of Operations

Our plan of operations for the next twelve months is to continue
  exploration of our mineral claims by completing the following objectives within
  the time periods specified. Our ability to complete these objectives is contingent
  upon obtaining the funding necessary, which we plan on doing through an equity
  issue:

1.     We plan to repeat certain
  portions of the induced polarization survey conducted in phase one in order
  to gather data before making a decision to move to phase two. The costs to repeat
  phase one is budgeted at $35,000 and additional funds will have to be raised
  in order to conduct this work program planned for late summer of 2005.

---

2.     If warranted by the results
  of phase one, we intend to proceed with phase two of our recommended exploration
  program. Phase two is estimated to cost $23,000. We anticipate that we will
  have to raise additional funding in order to conduct the phase two program.
  If we obtain the necessary financing, we anticipate that phase two would be
  conducted during the summer of 2006 and would take approximately six weeks to
  complete.

3.     We anticipate spending approximately
  $2,000 in ongoing general and administrative expenses per month for the
  next twelve months, for a total anticipated expenditure of $24,000 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,
  annual mineral claim fees and general office expenses.

As at June 30, 2005, we had cash reserves of $15,636 and
  working capital of $6,884. We anticipate that our cash and working capital
  will be sufficient to enable us to pay for the costs of our general and administrative
  expenses for the next six months. However, our ability to repeat certain portions
  of the phase one work program will be subject to us obtaining additional financing
  as these expenditures will exceed our cash reserves.

During the next twelve month period, we anticipate that we
  will not generate any revenue. Accordingly, we will be required to obtain additional
  financing in order to continue our plan of operations. 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 additional 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 exploration programs.
  In the absence of such financing, we will not be able to continue exploration
  of our mineral claims and our business plan will fail. Even if we are successful
  in obtaining equity financing to fund our exploration program, there is no assurance
  that we will obtain the funding necessary to pursue any advanced exploration
  of our mineral claims following the completion of phase two. If we do not continue
  to obtain additional financing, we will be forced to abandon our mineral claims
  and our plan of operations.

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

Results of Operations

We have had no operating revenues since our inception on October
  14, 2001 through to the June 30, 2005. We anticipate that we will not generate
  any revenues for so long as we are an exploration stage company. Our activities
  have been financed from the proceeds of share subscriptions. From our inception,
  on October 14, 2001, to June 30, 2005, we have raised a total of $129,625
  from private offerings of our securities.

For the six month period ended June 30, 2005, we incurred operating
  costs of $72,225 compared to operating costs of $694 during the six
  month period ended June 30, 2004. During the current period, the operating costs
  included $30,366 in professional fees for the legal and accounting costs
  of the Form SB-2 filings during the period and mineral property expenditures
  of $35,771 relating to phase one work program and the preparation of a geological
  report on the Alaskan mineral property. During the comparative period in 2004,
  our operating costs included $10,700 in management fees to Mr. Lee, our
  sole executive officer, for compensation of his services, $7,515 in staking
  costs for our mineral claims and a recovery of oil and gas expenditures of $22,580
  relating to a sale of our interest in an oil gas property in California.

Liquidity and Capital resources

At June 301, 2005, we had cash on hand of $15,636 and
  working capital of $6,884. This compares with cash on hand of $81,934
  and working capital of $79,109 as at December 31, 2004. The decrease in
  working capital between the periods was due to our net loss of $72,225 during
  the current period.

---

Cash used in operating activities was $66,298 for the
  six month period ended June 30, 2005 largely due to our expenditures for the
  phase one work program. This compares with cash provided by operating activities
  of $3,809 for the six months ended June 30, 2004 as a result of the recovery
  of $22,580 in oil and gas expenditures.

We anticipate that our cash and working capital will be sufficient
  to pay for the costs of our general and administrative expenses for the next
  six months. However, our ability to complete the next phase of our recommended
  work program will be subject to us obtaining adequate financing as these expenditures
  will exceed our cash reserves.

By September 1, 2005, we must complete $10,000 in annual
  labor or exploration expenditures on our mineral claims and file confirmation
  of work with the applicable mining recording office of the State of Alaska or
  make payment in lieu. Although we believe we have satisfied the $10,000
  annual labor requirement for the current year, there are no assurances the State
  of Alaska will accept our filing. In addition, by September 1, 2005, we must
  make payment to the State of Alaska of an annual rental fee of $2,500 for
  our twenty-five mineral claims, to keep our claims in good standing.

READERS SHOULD REFER TO RISK FACTORS SET OUT IN THE FORM
  SB-2 WE FILED MARCH 15, 2005, TO SEE RISK FACTORS THAT COULD AFFECT AND SUBSTANTIALLY
  ALTER OUR PLAN OF OPERATION.

|Item 3. | Controls and Procedures.
|------- | ------------------------

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to
  ensure that we are able to collect the information we are required to disclose
  in the reports we file with the Securities and Exchange Commission (SEC), and
  to process, summarize and disclose this information within the time periods
  specified in the rules of the SEC. Based on their evaluation of our disclosure
  controls and procedures which took place on June 30, 2005, the end of the period
  covered by this report, the Chief Executive and Financial Officers believe that
  these controls and procedures are effective to ensure that we are able to collect,
  process and disclose the information we are required to disclose in the reports
  we file with the SEC within the required time periods.

We also maintain a system of internal controls designed to
  provide reasonable assurance that: transactions are executed in accordance with
  management’s general or specific authorization; transactions are recorded
  as necessary (1) to permit preparation of financial statements in conformity
  with generally accepted accounting principles, and (2) to maintain accountability
  for assets; access to assets is permitted only in accordance with management’s
  general or specific authorization; and the recorded accountability for assets
  is compared with the existing assets at reasonable intervals and appropriate
  action is taken with respect to any differences.

During our last fiscal quarter, there have been no significant
  changes in such controls or in other factors that have materially affected,
  or is reasonably likely to materially affect, those controls.

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PART II.–OTHER INFORMATION

|Item 1. | Legal Proceedings.                                          
|------- | ------------------------------------------------------------
|        |                                                             
|None    |                                                             
|        |                                                             
|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|        |                                                             
|None    |                                                             
|        |                                                             
|Item 3. | Default upon Senior Securities.                             
|        |                                                             
|None    |                                                             
|        |                                                             
|Item 4. | Submission of Matters to a Vote of Security Holders.        
|        |                                                             
|None    |                                                             
|        |                                                             
|Item 5. | Other Information.                                          
|        |                                                             
|None.   |                                                             
|        |                                                             
|Item 6. | Exhibits.                                                   

|Exhibit  |                                                                                                                                                         
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|Number   | Description of Exhibit                                                                                                                                  
|3.1 (1)  | Articles of Incorporation                                                                                                                               
|3.2 (1)  | By-Laws                                                                                                                                                 
|3.3 (1)  | Articles of Merger, as filed with the Nevada Secretary of
      State                                                                                   
|3.4 (1)  | Certificate of Merger, as filed with the Delaware Secretary
      of State                                                                              
|5.1 (2)  | Opinion of Lang Michener LLP, with consent to use, regarding
      the legality of the securities being registered                                      
|10.1 (1) | Farmout Agreement with Banks Energy Inc. (formerly, Banks
      Ventures Ltd.) dated June 1, 2003                                                       
|10.2 (1) | Mining Quitclaim Deed dated August 16, 2004                                                                                                             
|10.3 (2) | Agreement and Plan of Merger between Red Sky Resources Inc.
      and Pacific Petroleum Inc. dated December 6, 2004                                     
|10.4 (2) | Mineral Exploration Management Services Agreement between
      Red Sky Resources Inc. and Alaska Earth Sciences Inc. dated March 7, 2005               
|10.5 (3) | Geophysical Survey Agreement between Red Sky Resources Inc.
      and SJ Geophysical Ltd. dated April 14, 2005                                          
|31.1 (4) | Certification Statement of the Chief
      Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of
      2002.                          
|31.2 (4) | Certification Statement of the Chief
      Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of
      2002.                          
|32.1 (4) | Certification Statement of the Chief
      Executive Officer and Chief Financial Officer pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002

|(1) | Filed as an exhibit to our registration statement on Form SB-2 filed
      with the Commission on January 28, 2005                      
|--- | ----------------------------------------------------------------------------------------------------------------------------------------
|(2) | Filed as an exhibit to our Amendment No. 1 to our registration statement
      on Form SB-2 filed with the Commission on March 15, 2005.
|(3) | Filed as an exhibit to our Form 10-QSB filed with the Commission on
      May 13, 2005.                                                 
|(4) | Filed as an exhibit to this Form 10-QSB.                                                                                                

---

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.

|                    | RED SKY RESOURCES INC.
|------------------- | ----------------------
|                    |                       
|Date:  Aug 15, 2005 | By:                   
|                    |                       
|                    | Title:                
|                    |                       
|                    |                       
|                    |                       

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