UNITED
STATES


SECURITIES AND
EXCHANGE COMMISSION


Washington, D.C.
20549





FORM
10-KSB





[ X
      ]
            ANNUAL
      REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the fiscal year ended: January
31, 2008




[   
      ]
            TRANSITION
      REPORT UNDER SECTION 13 0R 15(d) OF THE
      SECURITIES EXCHANGE ACT OF
1934




For the
transition period fromto




Commission file
number000-52055




RED
      LAKE EXPLORATION, INC.(Exact
      name of small business issuer as specified in its
  charter)




Nevada
              (State
      or other jurisdiction
              of
      incorporation or organization)
            20-2138504
              (I.R.S.
      Employer
              Identification
      No.)195
      Park Avenue, Thunder Bay, Ontario, Canada, P7B
      1B9
              (Address
      of principal executive offices)

                (Zip
      Code)(807)
      345-5380
              (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.


[
X ]
Yes         [   ]  No




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [   ]


Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 [
X ]
Yes         [   ]  No
 
 State
issuer’s revenues for its most recent fiscal year.     $0
 
 State the
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by
reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days: $14,066,276 as of April 28,
2008.
 
 State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date.
 
 Class
              
              Outstanding at April 28,
    2008Common
      Stock - $0.001 par value
              
              57,183,334
  Transitional
Small Business Disclosure Format (Check one): Yes   [   ]     No   [
X ]
  
  CONTENTS
 PageForward-Looking
      Statements
                1Part
      1Item
      1
                Description
      of Business
                1Item
      2
                Description
      of Property
                7Item
      3
                Legal
      Proceedings
                7Item
      4
                Submission
      of Matters to a Vote of Security Holders
                8Part
      IIItem
      5
                Market
      for Common Equity and Related Shareholder Matters and Issuer Purchases of
      Equity Securities
                8Item
      6
                Management’s
      Discussion and Analysis or Plan of Operation
                9Item
      7
                Financial
      Statements
                26Item
      8
                Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure
                27Item
      8A
                Controls
      and Procedures
                27Item
      8B
                Other
      Information
                28Part
      IIIItem
      9
                Directors,
      Executive Officers, Promoters and Control Persons and Corporate
      Governance; Compliance with Section 16(a) of the Exchange
    Act
                28Item
      10
                Executive
      Compensation
                30Item
      11
                Security
      Ownership of Certain Beneficial Owners and Management
                30Item
      12
                Certain
      Relationships and Related Transactions, and Director
      Independence
                32Item
      13
                Exhibits
                33Item
      14
                Principal
      Accounting Fees and Services
                34Signatures
      and Certifications
                35
  
  Forward-Looking
Statements
 
 This
annual report on Form 10-KSB filed by Red Lake Exploration, Inc. contains
forward-looking statements.  These are statements regarding financial
and operating performance and results and other statements that are not
historical facts.  The words “expect,” “project,” “estimate,”
“believe,” “anticipate,” “intend,” “plan,” “forecast,” and similar expressions
are intended to identify forward-looking statements.  Certain
important risks could cause results to differ materially from those anticipated
by some of the forward-looking statements.  Some, but not all, of
these risks include, among other things:
  ·
              general
      economic conditions, because they may affect our ability to raise
      money,
 ·
              our
      ability generally to raise enough money to continue our
      operations,
 ·
              changes
      in regulatory requirements that adversely affect our
    business,
 ·
              changes
      in the prices for minerals that adversely affect our
    business,
 ·
              political
      changes in Chile, which could affect our interests there,
    and
 ·
              other
      uncertainties, all of which are difficult to predict and many of which are
      beyond our control.
 
 We
caution you not to place undue reliance on these forward-looking statements,
which reflect our management’s view only as of the date of this
report.  We are not obligated to update these statements or publicly
release the results of any revisions to them to reflect events or circumstances
after the date of this report or to reflect the occurrence of unanticipated
events.  You should refer to and carefully review the information in
future documents we file with the Securities and Exchange
Commission.
 
 PART
I
 
 As used
in this report, references to “Red Lake”, “the company,” “management,” “we” and
“our” refer to Red Lake Exploration, Inc. and, where appropriate, our
subsidiary.  References to Polymet refer to our Chilean subsidiary,
Minera Polymet Limitada.
 
 Item
1.     Description of Business
 
 Business
Development
 
 Red Lake
was incorporated in Nevada on January 10, 2005.
  On August
21, 2007, we formed Minera Polymet Limitada, a limited liability company, under
the laws of the Republic of Chile.  We own a 99% interest in Polymet,
which will hold our Chilean mineral property interests.  Under Chilean
law, a resident of Chile must be a shareholder in a limitada.  To meet
this requirement, 1% of Polymet is owned by a Chilean resident, an experienced
manager who has organized an office and other resources for Red Lake and is
Polymet’s legal representative in Chile.
  Our
resident agent’s office is at 711 S Carson Street, Carson City, Nevada,
89701.  Our business office is at 195 Park Avenue, Thunder Bay,
Canada, P7B 1B9.  Our telephone number is (807) 345-5380; our email
address is info@redlakeexploration.com;
and our web address is www.redlakeexploration.com.
  We have
not been involved in any bankruptcy, receivership or similar proceedings, and
have not materially reclassified, merged, consolidated or bought or sold any
significant assets other than in the ordinary course of our
business.
 
 Business
of Red Lake
 
 We are a
startup exploration stage company without operations.  We are in the
business of acquiring and exploring mineral resources.  We own one
mineral property and have two options to purchase mineral concessions in
Chile.  We had claims in Ontario, Canada, but were not encouraged by
the results of the work that we conducted on them and let them lapse on November
27, 2007.
  1
 
 We have
not determined whether our mineral properties contain mineral reserves that are
economically recoverable and cannot assure you that an economically viable
mineral deposit exists on any of our mineral properties.  Additional
exploration will be required before we can evaluate the economic and legal
feasibility of our mineral properties.
 
 Red
Lake Property—Canada
 
 On
November 15, 2005, we acquired three mineral claims in Ontario from Ridgestake
Resources Inc. for $9,000.  In November 2006, we spent $13,953
completing phase one of our mineral exploration program on these
claims.  We were not encouraged by the results of this exploration
program and let the claims lapse on November 27, 2007.
 
 Farellón
Property—Chile
 
 The
Farellón property is the first mineral property interest that we acquired in
Chile. It consists of the concessions known as the Farellón Alto Uno al Ocho
covering 66 hectares (163 acres) located in Sierra Pan de Azucar, province of
Huasco, Commune of Huasco, III Region of Atacama, Chile.
 
 We
acquired it through an assignment agreement between Polymet and Minera Farellón
Limitada dated September 25, 2007 and amended on November 20,
2007.  Under the assignment agreement, Minera Farellón agreed to
assign to Polymet its option to buy the Farellón property for $250,000 payable
by April 30, 2008.  We paid Minera Farellón for the assignment on
April 25, 2008, and assumed all of Minera Farellón’s rights and obligations
under the Farellón option agreement on the same day.
 
 Under the
Farellón option agreement, we must pay the property vendor a total of $900,000
to purchase the Farellón property: $300,000 by May 4, 2008 to acquire title to
the property; and $600,000 as a royalty equal to 1.5% of the net that we receive
from the processor, payable monthly and subject to a monthly minimum of $1,000
when we start exploiting the minerals we extract from the
property.  We can pay any unpaid balance of the royalty at any time.
Our right to exercise the option expires on May 4, 2008.  We exercised
our option on April 25, 2008 and paid the vendor $300,000.
 
 location
and means of access to the farellón property
 
 The
Farellón property is centered about latitude 28° 05'S and longitude 70°
54'W.  The area is approximately 40 kilometres west of the
Pan-American Highway, about one hour and 15 minutes by vehicle from the town of
Vallenar, Chile, which has a population of 40,000 and modern
facilities.  High-tension power lines and a fiber-optic communications
line run along the highway and both power and rail are connected to the Cerro
Colorado iron ore mine only 20 kilometres from the Farellón
property.
 
 The area
is serviced from Copiapó, Chile, a city of 70,000 with daily air and bus
services to Santiago, Chile, and other centers.
 
 The
Farellón property can be accessed by driving approximately 20 kilometres north
on the Pan-American Highway from Vallenar then turning northwest towards Canto
del Agua.  From Canto del Agua, the Farellón property is approximately
10 kilometres along a well-maintained gravel road.  There are numerous
gravel roads in the area, so a guide is necessary to access the property the
first time.  All of the roads are well maintained and can support
large machinery necessary to transport drills, backhoes and
bulldozers.  Water is readily available in Canto del Agua and could
probably be found on the Farellón property where all of the historic drill holes
intersected water.
  2
 
 exploration
history on the farellón property
  The
Farellón property is in the Carrizal Alto mining district and lies five
kilometres along strike south of the centre of the historic Carizzal Alto
copper-gold mine.  Veins of the Farellon property were exploited as
part of the Carizzal Alto mines. No hard data summarizing all of the past mining
activity have been located, but tailings, slag dumps and the size of the shafts
and some of the shallow surface workings are evidence of significant mining
history.  Some reports state that the Carrizal Alto mines went to
depths of up to 600 metres, and that the area once produced more than 3 million
tonnes of mainly copper ore at 5-15% copper.
 
 Mine
workings of various sizes are all along the Farellón property, but only one
modern exploration program has been completed.  In 1996, the Farellón
and two other veins, the Fortuna and the Theresa, were explored by an Australian
junior mining company under the name Minera Stamford S.A.  Their
exploration included a large mapping and surface sampling program followed up by
a 34-hole reverse circulation (RC) drilling program.  Out of these 34
drill holes, 23 were drilled on the Farellón property.  The RC
drilling program on the Farellón property consistently intersected
mineralization in both oxide and sulphide facies and outlined a
two-kilometre-long zone covering the Farellón property and strike extents to the
south.  Mineralization is 2 to 35 metres wide with an average width of
five metres.  The mineralized zone consists of one or more discrete
veins and, in places, stockwork veining and mineralization.  While
drilling covered the length of the property, gaps up to 350 metres are untested
and infill drilling is required to confirm an economic ore body.
  geology
of the farellón property
 
 The
Farellón area has two major lithological units: Palaeozoic metamorphic sediments
consisting of schists, phyllites and quartzites; and the Franja Central
diorites.  The metamorphosed sediments outcrop in the western part of
the property and have been metamorphosed to lower greenschist facies and then
extensively overprinted by hydrothermal alteration.  Hydrothermal
alteration is directly associated with the shear zone.  The diorite
underlies the eastern part of the project area and has been extensively intruded
by northeasterly trending intermediate mafic dykes.  At the Farellón
property, a small stock-like felsic body named Pan de Azucar intrudes the
diorite.  The intrusive relationship between the diorite and
metamorphic sediments always appear to be tectonic.  Within the
property and at the main Carrizal Alto workings to the north, the major
mineralization is intimately related to the south-southwest trending mylonitic
sheared contact between the metamorphic sediments and the
diorite.  The shear is considered a splay of the main Atacama Fault
Zone and dips 30o to 65o west. This contact parallels the regional geological
trend and coincides with a major lineament which extends for hundreds of
kilometres.  The sheared contact is 50 metres to 200 metres wide over
the 1.7-kilometre strike length of the Farellón property.  Veins are
typically 3 to 15 metres wide, striking south-southwest and dipping
approximately 65o degrees to the northwest.
 
 mineralization
of the farellón property
 
 The
Farellón property lies within the Candelaria iron–oxide-copper-gold (IOCG) belt
of Chile.  The IOCG belt is host to many major deposits such as the
Candelaria Mine and the Mantos Verde Mine.  Ore bodies in the belt
occur in veins, breccias, stringer bodies and layer parallel replacement bodies
and are typically associated with north-south trending faults related to the
Atacama Fault Zone.  All IOCG deposits have a strong association with
iron oxides in the form of hematite or magnetite.  In the Candelaria
region, larger ore bodies are located where the fault zones intersect a
lithological contact with significant rheological contrast such as a sedimentary
and volcanic intrusive contact.
 
 Economic
IOCG deposits are generally polymetallic and can include iron, copper, gold,
zinc, lead, uranium and cobalt among others.  The Farellón property
has been historically exploited for copper and lesser gold.  Cobalt
mineralization was observed during the 1996-97 exploration work, but we have
found no records of cobalt extraction.
  3
 
 Santa
Rosa Property—Chile
  We
acquired our interest in the Santa Rosa property through another agreement
between Polymet and Minera Farellón on February 1, 2008.  The Santa
Rosa property consists of Santa Rosa Uno al Seis concessions located in Sierra
Cordon El Tomate, and the Porfiada Uno al Diez concessions located to the north
of Sierra Cordon el Tomate, both in the Quebrada de Agua Grande, Commune of
Freirina, Province of Huasco, III Region of Atacama.  The concessions
cover 110 hectares (274 acres).
 
 Minera
Farellón granted us the option to buy its option to acquire the Santa Rosa
property from Antolin Crespo.  The option expires on August 5, 2008.
We paid $9,500 as consideration for the Minera Farellón option on February 1,
2008, and agreed to pay $8,500 on the fifth day of the next five months ending
on July 5, 2008, for a total of $52,000.  We have paid $26,500 to date
and are in good standing under the terms of the option.  To exercise
our option, we must pay another $50,000 by August 5, 2008, for a total of
$102,000.  We must reimburse Minera Farellón on request for any
property costs that it pays during the term of the option and have paid all
requests to date.  If we exercise our option, we will acquire all of
Minera Farellón’s rights and obligations under the Crespo
agreement.
 
 If we
exercise our option with Minera Farellón, then we will be required to make all
of the payments that are due under the Crespo agreement in order to keep it in
good standing.  The payments are $7,500 per month for 13 months from
August 20, 2008 to August 20, 2009, and $10,000 per month for 22 months from
September 20, 2009 to June 20, 2011, for a total of $317,500; and a royalty
equal to 1.5% of the net that we receive from the processor to whom we sell any
ore that we extract, payable monthly, subject to a monthly minimum of $1,000, to
a maximum of $600,000.  The total of these payments is
$917,500.  Together with the cost of the option from Minera Farellón,
our total acquisition costs will be $1,019,500.
 
 Minera
Farellón may continue to mine the Santa Rosa property until August 5, 2008, and
must pay us a royalty equal to 5% of the net proceeds that it receives from the
sale of any minerals it extracts from the Santa Rosa property during that
time.  Minera Farellón must also make all option payments to the
vendor during the term of our option.
 
 location
and means of access to the santa rosa property
 
 The Santa
Rosa property is centered about latitude 28° 23'S and longitude 70°
59'W.   The property is located approximately 30 kilometres
northwest of Vallenar at a maximum elevation of 700 metres above sea
level.  The Santa Rosa property can be accessed by driving 14
kilometres north from Vallenar on the Pan-American Highway and then west 28
kilometres along a dirt road.  There are many unmarked dirt roads in
the area and a map is required to navigate to the Santa Rosa
property.
 
 description
of the santa rosa property
 
 The Santa
Rosa property is a copper-gold project that lies in the highly prospective but
under-explored Candelaria IOCG belt in the Chilean Coastal Cordillera. The Santa
Rosa property has undergone some modern exploration.  We have reviewed
all records of work completed to date.  Recent exploration in the
region has highlighted favorable geology for high-grade veins and skarn style
mineralization associated with IOCG deposits.  The Santa Rosa property
is an advanced project with potential for a large-scale, multi-million-tonne
copper-gold deposit.
 
 The Santa
Rosa property consists of two mensura mining and exploration concessions
totaling 110 hectares (274 acres).  It was held by Latitude Resources
PLC until the summer 2006.  While Latitude Resources was exploring,
the Santa Rosa property was also being mined using Chilean artisanal mining
methods.  All mining activity was restricted to near surface and
drifts entering the hillside for no more than 200 metres.
  4
 
 exploration
history on the santa rosa property
 
 Latitude
Resources completed an exploration program consisting of surface mapping,
trenching, surface geophysics and drilling in 2004 and 2005 with encouraging
results.  The induced polarization geophysical surveys indicate three
anomalous zones coinciding with known mineralization within the project
area.  These areas were further examined using trenching methods,
identifying four mineralized zones.  Two zones were drilled in the
winter of 2004–05 with eight RC drill holes totaling 1580 metres. All eight
holes intercepted IOCG-type mineralization. Significant results from the 2004–05
exploration program include a drill hole intersection of 1.76% copper over 10
metres in oxide mineralization.
 
 Surface
mapping has delineated a large-scale vein system with associated copper oxide
mineralization on surface.  A single mineralized structure,
interpreted to be a supergene enrichment zone along a major thrust fault, has
been exposed on surface for 400 metres of strike length.  The
mineralized zone is up to 10 metres wide of pervasive copper oxide
mineralization with wider iron oxide alteration consistent with IOCG-type
mineralization.  To date, exploration has focused solely on the oxide
zone. We will have to conduct more work to explore the sulphide potential at
depth.
 
 Minera
Farellon continues to mine on the Santa Rosa property according to the terms of
our agreement with them.  Results from this mining include a large,
hand-picked load of 1.63 tonnes grading 19.78% copper and 13.90 grams per tonne
of gold. Larger loads of up to 20 tonnes have returned copper grades of up to
2.2% copper.
 
 geology
of the santa rosa property
 
 The Santa
Rosa property is located within the brittle-ductile north-south-trending
Astillas Shear Zone within the larger Atacama Fault System.  The
deposit is hosted in a volcaniclastic andesite sequence assigned to the La Negra
Formation.  The sequence is intruded by tabular bodies of dioritic to
gabbro-dioritic composition.  Widespread iron oxide and potassic
alteration indicate an IOCG mineralizing system, further supported by copper
oxide and gold mineralization seen in multiple zones on surface.
 
 Camila
Breccia—Chile
 
 We
acquired a third Chilean property interest in the Camila Breccia through another
option between Polymet and Minera Farellón on February 1, 2008.  The
Camila Breccia consists four sets of mineral concessions covering 770 hectares
(1,900 acres).  The mining holdings are known as Camila, Uno al
Viente, Camila Dos, Uno al Viente, Camila Tres, Uno al Viente, and Camila
Cuatro, Uno al Viente.  They are located in Quebrada Jilguero, Commune
of Vallenar, Province of Huasco, III Region of Atacama.
 
 Under our
Minera Farellón option agreement, we can acquire all of Minera Farellón’s
interest in its option with Hernan Iribarren and others to buy the Camila
Breccia concessions for $105,000.   We paid $5,000 in February
when we acquired the option and must pay $50,000 on May 23, 2008 and $50,000 on
November 21, 2008 to exercise our option.  We must reimburse Minera
Farellón on request for any property costs that it pays during the term of the
option and have paid all requests to date.  If we exercise the option,
we will acquire all of Minera Farellón’s rights and obligations under the
Iribarren agreement as of November 21, 2008. Under the Iribarren agreement, we
must pay $50,000 on December 7, 2008, $100,000 on June 7, 2009, $200,000 on
December 7, 2009, and a royalty equal to 6% of the net proceeds that we receive
from the sale of ore that we extract from the Camila property, to a maximum of
$1 million, which is due in full by December 7, 2011.  The total of
these payments is $1.35 million. Together with the cost of the option from
Minera Farellón, our total acquisition costs will be $1,455,000.
 
 location
and means of access to the camila breccia
 
 The
Camila Breccia property is centered about latitude 28°36'S and longitude 70°
42'W.   The property is located approximately 8.5 kilometres east
of Vallenar with the highest point at approximately 750 metres above sea
level.  Many unmarked dirt roads in the area provide reliable access
to all areas of the Camila Breccia.
  5
 
 description
of the camila breccia
  The
Camila Breccia is another copper-gold property in the highly prospective but
under-explored Candelaria IOCG belt.  Like the Santa Rosa property, it
has undergone some modern exploration and we have reviewed all records of work
completed to date.  Recent exploration in the region has highlighted
the favorable geology for high-grade veins and skarn style mineralization
associated with IOCG deposits.  The Camila Breccia project is an early
stage exploration project with surface mapping, sampling and geophysics
completed that have identified two mineralized structures with drill-ready
targets.
 
 The
Camila Breccia is made up of four mensura mining and exploration concessions
totaling 770 hectares.  It has been mined in the past using Chilean
artisanal mining methods.  All mining activity is restricted to near
surface in adits and shafts no deeper than 50 metres.
 
 exploration
history on the camila property
 
 Trilogy
Metals Inc. completed a surface mapping, sampling and ground geophysics program
on the Camila Breccia in 1999 with encouraging results. Two significant,
mineralized structures were identified: the Camila Breccia outcrop, and the
Zorro Vein.  At the north end of the property, the Camila Breccia
outcrop is an outcrop, 250 metres in diameter, of brecciated andesite in an
iron-oxide matrix.  The iron-oxide matrix is indicative of a large
mineralizing system such as the systems associated with other large IOCG
deposits in the belt.
 
 The El
Zorro Vein is a gold-bearing specular hematite-pyrite-quartz vein with
brecciated wallrock showing similar mineralogical qualities as the Camila
Breccia outcrop.  The El Zorro vein is hosted in a NNW-SSE trending
structure and is exposed on surface at the south end of the
property.  The vein continues under the Atacama Gravels to the north
and is interpreted to connect to the Camila Breccia.
 
 geology
of the camila breccia
 
 The
Camila Breccia is located within the brittle-ductile north-south-trending
Atacama Fault System.  Known mineralization is hosted in an andesitic
volcaniclastic sequence assigned to the Bandurrias
Formation.  Widespread iron oxide and potassic alteration indicate an
IOCG mineralizing system, further supported by copper oxide and gold
mineralization seen in multiple zones on the surface.
 
 Competition
 
 The
mineral exploration business is an extremely competitive industry.  We
are competing with many other exploration companies looking for
minerals.  We are one of the smallest exploration companies and a very
small participant in the mineral exploration business.  Being a junior
mineral exploration company, we compete with other similar companies for
financing and joint venture partners, and for resources such as professional
geologists, camp staff, helicopters and mineral exploration contractors and
supplies.
 
 Raw
Materials
 
 The raw
materials for our exploration programs include camp equipment, hand exploration
tools, sample bags, first aid supplies, groceries and propane.  All of
these types of materials are readily available from a variety of
suppliers.
 
 Dependence
on Major Customers
 
 We have
no customers.  Our first customer likely will be Enami, the Chilean
national mining company, which refines and smelts copper from the ore that it
buys from Chile’s small- and medium-scale miners.  Enami is located in
Vallenar.  We could also deliver our ore to a private smelter located
about fifty kilometers south of Vallenar.
  6
  Patents/Trade
Marks/Licences/Franchises/Concessions/Royalty Agreements or Labour
Contracts
 
 We have
no intellectual property such as patents or trademarks, and, other than a
short-term royalty receivable from exploitation of the Santa Rosa property and
the royalties that we must pay if we begin to exploit our Chilean properties, no
royalty agreements or labor contracts.
 
 Government
Controls and Regulations
 
 Our
business is subject to various levels of government controls and regulations,
which are supplemented and revised from time to time.  We cannot
predict what additional legislation or revisions might be proposed that could
affect our business or when any proposals, if enacted, might become
effective.  Such changes, however, could require more operating
capital and expenditures and could prevent or delay some of our
operations.
 
 The
various levels of government controls and regulations address, among other
things, the environmental impact of mining and mineral processing
operations.  For mining and processing, legislation and regulations in
various jurisdictions establish performance standards, air and water quality
emission standards and other design or operational requirements for various
components of operations, including health and safety
standards.  Legislation and regulations also establish requirements
for decommissioning, reclaiming and rehabilitating mining properties following
the cessation of operations, and may require that some former mining properties
be managed for long periods of time.  In certain jurisdictions, we are
subject to foreign investment controls and regulations governing our ability to
remit earnings abroad.
 
 We
believe that we are in substantial compliance with all material government
controls and regulations at each of our mineral properties.
 
 Costs
and Effects of Compliance with Environmental Laws
 
 We have
incurred no costs to date for compliance with environmental laws for our
exploration programs on any of our properties
 
 Expenditures
on Research and Development during the Last Two Fiscal Years
 
 We have
incurred no research or development costs since our inception on January 10,
2005.
 
 Number
of Total Employees and Number of Full Time Employees
 
 We do not
have any employees other than Caitlin Jeffs and Michael Thompson, both of whom
are directors and officers of Red Lake, and Kevin Mitchell, who is Polymet’s
legal representative and manager in Chile.  We intend to contract for
the services of geologists, prospectors and other consultants as we require them
to conduct our exploration programs.
 
 Item
2.     Description of Property
 
 Our
executive offices are located at 195 Park Avenue, Thunder Bay, Ontario, Canada,
P7B 1B9.  Our president, Caitlin Jeffs, provides this space free of
charge.  This space might not always be available to us free of
charge.  We have field and administrative offices in Vallenar,
Chile.
 
 We have
interests in three mineral properties in Chile, which we have described above in
“Item 1. Description of Business”.
 
 Item
3.     Legal Proceedings
 
 We are
not a party to any pending legal proceedings and, to the best of our knowledge,
none of our properties or assets is
the subject of any pending legal proceedings
 
 7
  Item
4.     Submission of Matters to a Vote of Security
Holders
 
 We did
not submit any matter to our security holders for their vote, by soliciting
their proxies or otherwise, during the fourth quarter of the fiscal year covered
by this report.
 
 PART
II
 
 Item
5.     Market for Common Equity and Related Stockholder
Matters
 
 Market
Information
 
 Our
common stock has been quoted on the NASD OTC Bulletin Board since January 16,
2007 under the symbol “RLKX”.  Table 1 gives the high and low bid
information for each fiscal quarter of trading and for the interim period ended
April 24, 2008.  The bid information was obtained from Pink OTC
Markets Inc. (fka Pink Sheets LLC) and reflects inter-dealer prices, without
retail mark-up, mark-down or commission, and may not represent actual
transactions.
  Table 1: High & Low
      BidsPeriod
      ended
              High
              LowApril
      24, 2008
              $0.37
              $0.24January
      31, 2008
              $0.30
              $0.15October
      31, 2007
              $0.40
              $0.20July
      31, 2007
              $0.50
              $0.05April
      30, 2007
              $0.25
              $0.05January
      31, 2007
              none
              none
 
 Holders
of Record
 
 We have
16 holders of record of our common stock as of April 28, 2008.
 
 Dividends
 
 We have
declared no dividends on our common stock.  Our ability to pay
dividends is not restricted or limited.  Dividends are declared at the
sole discretion of our directors.
 
 On June
15, 2007, we decided to forward split our issued and outstanding common stock
and declared a stock dividend of 13 shares for every one share of common stock
issued.  The forward split was effective on June 29,
2007.
 
 Recent
Sales of Unregistered Securities
 
 Table 2
discloses all of the unregistered securities that we have issued within the last
three years without registering them under the Securities Act of
1933.
  8
  Table 2: Sales of Unregistered
      SecuritiesShares
              
              Warrants*Date
              Number
              Price
              Proceeds
              
              Number
              Price
              ExpiryOctober
      3, 2005
              3,000,000
              $0.01
              $        3,000October
      28, 2005
              1,750,000
              $0.01
              17,500January
      31, 2006
              775,000
              $0.05
              38,750Number
      of shares before split (1)
              5,525,000Number
      of shares after split
              77,350,000Shares
      cancelled (2)
              (24,500,000
              )Number
      of shares after cancellation
              52,850,000August
      1, 2007
              333,334
              $0.30
              100,000
              
              166,667
              $0.50
              August
      1, 2009April
      21, 2008
              4,000,000
              $0.25
              1,000,000
              
              4,000,000
              $0.35
              April
      21, 201057,183,334
              
              $1,159,250
              
              4,166,667
 (1)
              These shares
      were forward split on June 29, 2007 after our directors declared a stock
      dividend on June 15, 2007, of 13 shares of common stock for each share
      outstanding.(2)
              These shares
      were cancelled on June 20, 2007.*
              The warrants
      can be exercised any time before their expiry date for one share of our
      common stock at the exercise price.
  We sold
all of these securities to non-US persons in offshore transactions, relying on
the registration exemption in Rule 903 of Regulation S of the 1933 Act. We did
not engage in any directed selling efforts in the United States, and each
investor represented to us that the investor was not a U.S. person and was not
acquiring the stock for the account or benefit of a U.S. person.  The
subscription agreements included statements that the securities had not been
registered pursuant to the 1933 Act and could not be offered or sold in the
United States unless they are registered under the 1933 Act or an exemption from
registration is available to the seller. Each investor agreed (i) to resell the
securities only in accordance with the provisions of Regulation S or pursuant to
registration or an exemption from registration under the 1933 Act, (ii) that we
must refuse to register any sale of the securities purchased unless the sale is
in accordance with the provisions of Regulation S or pursuant to registration or
an exemption from registration under the 1933 Act, and (iii) not to engage in
hedging transactions with the securities purchased unless the transaction
complies with the 1933 Act.  The certificates representing the
securities issued were endorsed with a restrictive legend confirming that the
securities had been issued pursuant to Regulation S of the 1933 Act and could
not be resold without registration under the 1933 Act or an applicable exemption
from the registration requirements of the 1933 Act.
 
 We gave
each investor adequate access to sufficient information about the company to
make an informed investment decision.  We sold none of the securities
through an underwriter and had no underwriting discounts or commissions; and we
granted no registration rights to any of the investors.
 
 Item
6.     Management’s Discussion and Analysis or Plan of
Operation
  Management’s
Discussion and Analysis or Plan of Operation.
  General
  You
should read this discussion and analysis in conjunction with our consolidated
financial statements and related notes included in this Form 10-KSB.  Our
inclusion of supplementary analytical and related information may require us to
make estimates and assumptions to enable us to fairly present, in all material
respects, our analysis of trends and expectations with respect to our results of
operations and financial position taken as a whole.
  9
  In this
discussion, “we”, “us” or “our” refer to Red Lake Exploration, Inc. and its
subsidiary.  Polymet refers to our Chilean subsidiary, Minera Polymet
Limitada.
  Our
principal business is acquiring, exploring and developing mineral
resources.  We have options to purchase mineral concessions in
Chile.  Our web address is www.redlakeexploration.com.
We had mineral claims in Ontario, Canada, but were not encouraged by the work
that we conducted on them and let them lapse on November 27, 2007.  We
have not determined whether our properties contain mineral reserves that are
economically recoverable.  We have not begun significant operations
and are considered an exploration stage company as defined by Statement of
Financial Accounting Standard No.7 Accounting and Reporting by
Development Stage Enterprises.
  Critical
Accounting Policies and Estimates
  An
appreciation of our critical accounting policies is necessary to understand our
financial results.  These policies may require that we make difficult
and subjective judgments regarding uncertainties; as a result, our estimates may
significantly impact our financial results.  The precision of our
estimates and the likelihood of future changes depend on a number of underlying
variables and a range of possible outcomes.  Other than our accounting
for mineral property costs, our critical accounting policies do not involve the
choice between alternative methods of accounting.  We have applied our
critical accounting policies and estimation methods consistently.
  Principles
of Consolidation
  We have
prepared our consolidated financial statements in accordance with accounting
principles generally accepted in the United States.
  Our
consolidated financial statements include the financial statements of Red Lake
and our subsidiary, Minera Polymet Limitada.  All significant
intercompany balances and transactions have been eliminated from the
consolidated financial results.
  Financial
Instruments
  foreign
exchange risk
  We are
subject to foreign exchange risk for sales and purchases denominated in foreign
currencies.  Foreign currency risk arises from the fluctuation of
foreign exchange rates and the degree of volatility of these rates relative to
the United States dollar.  At the present time we do not believe that
we have any material foreign currency exchange risk.
  fair
value of financial instruments
  Our
financial instruments include cash, accounts payable and accrued professional
fees.  The fair value of these financial instruments approximates
their carrying values due to their short maturities.
  concentration
of credit risk
  Financial
instruments that potentially subject us to significant concentrations of credit
risk consist principally of cash.
  10
  At
January 31, 2008 and 2007, we had approximately $1,900 and $15,000, respectively
in cash that was not insured by the FDIC.  This cash is on deposit
with a major chartered Canadian bank.  As part of our cash management
process, we perform periodic evaluations of the relative credit standing of this
financial institution.  We have not experienced any losses in cash
balances and do not believe that our cash is exposed to any significant credit
risk.
 Unproved
Mineral Property Costs
  We have
been in the exploration stage since our inception on January 10, 2005 and have
not yet realized any revenues from our operations except for a royalty (5%
of  net mining proceeds received from the processor) that we started
receiving in April 2008 from a related company that has the right to mine the
Santa Rosa mineral property. We are engaged in acquiring and exploring mining
properties. We expense mineral property exploration costs as we incur them. We
capitalize mineral property acquisition costs when they are incurred using the
guidance in Emerging Issues Task Force (EITF) 04-02, Whether Mineral Rights Are Tangible
or Intangible Assets.
  We assess
the carrying costs for impairment under SFAS No. 144, Accounting for Impairment or
Disposal of Long Lived Assets at each fiscal quarter end. When we
determine that a mineral property can be economically developed as a result of
establishing proven and probable reserves, we capitalize the costs then incurred
to develop the property. We will amortize these costs using the
units-of-production method over the estimated life of the probable reserve. If
we abandon mineral properties or they are impaired, we will charge any
capitalized costs to operations. During the twelve months ended January 31,
2008, we spent approximately $55,000 conducting groundwork on approximately
twelve mineral properties of interest to us in Chile.
  Recent
Accounting Pronouncements
  In
February 2006, the Financial Accounting Standards Board (FASB) issued SFAS No.
155, Accounting for Certain
Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and
140. This statement amends FASB Statements No. 133, Accounting for Derivative
Instruments and Hedging Activities, and No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, and
resolves issues addressed in Statement 133 Implementation Issue No. D1, Application of Statement 133 to
Beneficial Interests in Securitized Financial Assets. This statement is
effective for all financial instruments acquired or issued after the beginning
of an entity’s first fiscal year that begins after September 15, 2006. Our
adoption of SFAS 155 did not have a material impact on our consolidated
financial statements.
  In March
2006, the FASB issued SFAS No. 156, Accounting for Servicing of
Financial Assets - an amendment of FASB Statement No. 140. SFAS 156
amends SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities, with
respect to accounting for separately recognized servicing assets and servicing
liabilities. SFAS 156 is effective for fiscal years that begin after September
15, 2006, with early adoption permitted as of the beginning of an entity’s
fiscal year. We do not have any servicing assets or servicing liabilities and,
accordingly, our adoption of SFAS 156 did not have a material impact on our
consolidated financial statements.
  In
July 2006, the FASB issued FASB Interpretation No. 48 (or FIN 48),
Accounting for
Uncertainty in Income
Taxes. Interpretation No. 48 clarifies the accounting for
uncertainty in income taxes recognized in an enterprise's financial statements
in accordance with SFAS No. 109, Accounting for Income Taxes.
Interpretation No. 48 prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. Interpretation
No. 48 also provides guidance on derecognition, classification, interest
and penalties, accounting in interim periods, disclosure and transition.
Interpretation No. 48 was effective on February 1, 2007.
  11
  We
adopted the provisions of FIN 48 on February 1, 2007. FIN 48 provides detailed
guidance for the financial statement recognition, measurement and disclosure of
uncertain tax positions recognized in the financial statements in accordance
with SFAS 109. Tax positions must meet a “more-likely-than-not” recognition
threshold at the effective date to be recognized upon the adoption of FIN 48 and
in subsequent periods. The adoption of FIN 48 had an immaterial impact on our
consolidated financial position and did not result in unrecognized tax benefits
being recorded. Accordingly, we have accrued no corresponding interest and
penalties. We file income tax returns in the U.S. federal, state and Chilean
jurisdictions. No federal or state income tax examinations are underway in these
jurisdictions. We have prior years’ net operating losses which remain open for
examination.
  In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements.  SFAS No. 157 defines fair value,
establishes a framework for measuring fair value and enhances disclosures about
fair value measures required under other accounting pronouncements, but does not
change existing guidance as to whether or not an instrument is carried at fair
value.  SFAS No. 157 was effective for us on February 1,
2008.  We do not expect that our adoption of SFAS 157 will have a
significant impact on our consolidated financial statements.
  In
September 2006, the FASB issued SFAS 158, Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements
No. 87, 88, 106, and 132(R). This statement requires an
employer to recognize the over-funded or under-funded status of a defined
benefit postretirement plan as an asset or liability in its statement of
financial position and to recognize changes in that funded status in the year in
which the changes occur through comprehensive income of a business entity. This
statement also requires an employer to measure the funded status of a plan as of
the date of its year end statement of financial position, with limited
exceptions. We are required to initially recognize the funded status of a
defined benefit postretirement plan and to provide the required disclosures as
of the end of the fiscal year ending after December 15,
2006.  The requirement to measure plan assets and benefit obligations
as of the date of the employer’s fiscal year end statement of financial position
is effective for fiscal years ending after December 15, 2008, which is
January 31, 2009 for us. We do not expect that our adoption of SFAS 158 will
have a material impact on our consolidated financial statements.
  In
September 2006, the Securities and Exchange Commission staff published
Staff Accounting Bulletin SAB No. 108, Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements. SAB 108 addresses quantifying the financial statement effects
of misstatements; specifically, how the effects of prior years’ uncorrected
errors must be considered in quantifying misstatements in the current year’s
financial statements. SAB 108 is effective for fiscal years ending after
November 15, 2006. We adopted SAB 108 on February 1, 2007.  Our
adoption did not have a material impact on our consolidated financial
statements.
  In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities-including an amendment of
SFAS No. 115, Accounting for
Certain Investments in Debt and Equity Securities, which applies to all
entities with available-for-sale and trading securities. This statement permits
entities to choose to measure many financial instruments and certain other items
at fair value. The objective is to improve financial reporting by providing
entities with the opportunity to mitigate volatility in reported earnings caused
by measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. This statement is effective as of the
beginning of an entity’s fiscal year that begins after November 15, 2007. Early
adoption is permitted as of the beginning of a fiscal year that begins on or
before November 15, 2007, provided the entity also elects to apply the
provisions of FASB Statement No. 157, Fair Value Measurements. We
adopted SFAS 159 effective February 1, 2008. We are in the process of
determining the effect, if any, that our adoption of SFAS 159 will have on our
consolidated financial statements.
  In
June 2007, the EITF of the FASB reached a consensus on Issue No. 07-3,
Accounting for Nonrefundable
Advance Payments for Goods or Services Received for Use in Future Research and
Development Activities. EITF 07-3 requires that non-refundable advance
payments for goods or services that will be used or rendered for future research
and development activities must be deferred and capitalized.  As the
related goods are delivered or the services are performed, or when the goods or
services are no longer expected to be provided, the deferred amounts must be
recognized as an expense.  This issue is effective for financial
statements issued for fiscal years beginning after December 15, 2007 and
earlier application is not permitted. This consensus is to be applied
prospectively for new contracts entered into on or after the effective
date.  EITF 07-03 was effective for us on February 1,
2008.  We do not expect that the pronouncement will have a material
effect on our consolidated financial statements.
  12
  In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations, which
replaces SFAS 141, Business
Combinations.  SFAS 141(R) requires an acquirer to recognize
the assets acquired, the liabilities assumed, and any non-controlling interest
in the acquiree at the acquisition date, measured at their fair values as of
that date, with limited exceptions.  This statement also requires the
acquirer in a business combination achieved in stages to recognize the
identifiable assets and liabilities, as well as the non-controlling interest in
the acquiree, at the full amounts of their fair values. SFAS 141(R) makes
various other amendments to authoritative literature intended to provide
additional guidance or to confirm the guidance in that literature to that
provided in this statement. This statement applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2008.  SFAS 141(R) will be effective for us on February 1,
2009.  We do not expect that our adoption of SFAS 141(R) will have a
significant impact on our consolidated financial statements.
  In
December 2007, the EITF of the FASB reached a consensus on Issue
No. 07-1, Accounting for
Collaborative Arrangements. The EITF concluded on the definition of a
collaborative arrangement and that revenues and costs incurred with third
parties in connection with collaborative arrangements would be presented gross
or net based on the criteria in EITF 99-19 and other accounting
literature.  Companies are also required to disclose the nature and
purpose of collaborative arrangements along with the accounting policies and the
classification and amounts of significant financial-statement amounts related to
the arrangements.  Activities in the arrangement conducted in a
separate legal entity should be accounted for under other accounting literature;
however, required disclosure under EITF 07-1 applies to the entire collaborative
agreement.  This issue is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years, and is to be applied retrospectively to all periods
presented for all collaborative arrangements existing as of the effective date.
EITF 07-1 will be effective for us on February 1, 2009.  We do not
expect that our adoption of EITF 07-1 will have a significant impact on our
consolidated financial statements.
  In
December 2007, FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, which amends Accounting Research
Bulletin No. 51, Consolidated Financial
Statements, to improve the relevance, comparability, and transparency of
the financial information that a reporting entity provides in its consolidated
financial statements.  SFAS 160 establishes accounting and reporting
standards that require the ownership interests in subsidiaries not held by the
parent to be clearly identified, labeled and presented in the consolidated
statement of financial position within equity, but separate from the parent’s
equity.  This statement also requires the amount of consolidated net
income attributable to the parent and to the non-controlling interest to be
clearly identified and presented on the face of the consolidated statement of
income.  Changes in a parent’s ownership interest while the parent
retains its controlling financial interest must be accounted for consistently,
and when a subsidiary is deconsolidated, any retained non-controlling equity
investment in the former subsidiary must be initially measured at fair
value.  The gain or loss on the deconsolidation of the subsidiary is
measured using the fair value of any non-controlling equity
investment.  The statement also requires entities to provide
sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling
owners.  This statement applies prospectively to all entities that
prepare consolidated financial statements and applies prospectively for fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2008.  SFAS 160 will be effective for us on February
1, 2009.  We do not expect that our adoption of SFAS 160 will have a
significant impact on our consolidated financial statements.
  13
  Risks and
Uncertainties
  An
investment in our common stock involves a number of very significant
risks.
  A number
of known material risks and uncertainties are reasonably likely to have a
material impact on our revenue, operations, liquidity and income over the short
and long term. The primary risk that we face over the long term is that our
mineral properties might not contain economically viable mineral
deposits.  If our mineral properties do not contain economically
viable deposits, this will have a material effect on our ability to earn revenue
and income as we will have no minerals to sell.
  A number
of industry-wide risk factors affect our business.  Mineral
exploration is inherently risky.  Very few exploration companies go on
to discover economically viable mineral deposits or reserves that ultimately
result in an operating mine.  For us to begin mining operations, we
face a number of challenges, which include finding qualified professionals to
conduct our exploration programs, obtaining adequate financing to continue our
exploration programs, locating a viable ore body, partnering with a senior
mining company, obtaining mining permits, and ultimately selling minerals in
order to general revenue.
  Another
important industry-wide risk factor is that the price of commodities can
fluctuate based on world demand and other factors.  For example, if
the price of a mineral were to decline dramatically, our ore could become
uneconomical to mine. We, and other companies in our business, rely on a price
of ore that will allow us to develop a mine and ultimately generate revenue by
selling minerals.
  We may be
unable to finance our exploration plans. With each unsuccessful attempt to
locate a commercially viable mineral deposit, we become more unattractive in the
eyes of investors.  Over the long term this can become a serious issue
that can be difficult to overcome. Without adequate financing, we cannot operate
exploration programs.  This risk is faced by all exploration companies
and it is not unique to us.
  We cannot
assure you that we will succeed in developing our business plan and achieving a
profitable level of operations sufficient to meet our ongoing cash needs. We
have, however, successfully generated sufficient working capital and liquidity
through the issuance of common stock until the date of this filing, and believe
that we can continue to do so for the next twelve months.
  Overview
  On
November 27, 2007 we abandoned our mineral claims in the Red Lake Mining
District, Ontario, Canada.
  In
anticipation of acquiring properties in Chile, on August 21, 2007 we formed
Minera Polymet Limitada, a Chilean limited liability company, to hold our
Chilean mineral property interests.  We have a 99% interest in Minera
Polymet.  Minera Polymet had no assets, liabilities or operations when
we formed it.
  On
November 20, 2007, we acquired an option to purchase mineral properties covering
66 hectares in the III Region of Chile. On February 1, 2008, we acquired options
to purchase two additional mineral properties covering a total of 880 hectares
in the III Region of Chile. We are conducting groundwork on approximately
nine other properties of interest to us in Chile.  Over the next year
we plan to concentrate on exploring and developing our properties in
Chile.
  Plan
of Operation
  Chilean
Mineral Claims
  For the
last twelve months, we have conducted groundwork on approximately twelve
properties of interest to us in the III Region of Chile.  We have
performed a considerable amount of due diligence on three of these
properties.  We have also contracted with an experienced manager
resident in Chile who has organized an office and expedites other resources for
us, and who acts as the legal representative for Polymet.
  14
  farellon
alto uno al ocho mineral properties
  On
September 25, 2007, a related company agreed to assign to us its option to buy
the mineral concessions Farellon Alto Uno al Ocho located in the Sierra Pan de
Azucar, Province of Huasco, III Region of Atacama in Chile.  We agreed
to pay the assignor $250,000 when the assignment was recorded with the
Conservator of Mines in Freirina, Chile.  On November 20, 2007, the
assignment was recorded.  The assignor granted us an extension for the
payment of $250,000 until April 30, 2008.  Under the terms of the
assigned option agreement, we can buy the mining property by paying the vendor
$300,000 by May 4, 2008, and a royalty equal to 1.5% of the net sales of
minerals extracted from the property for a total of $600,000.  The
royalty payments are due monthly once exploitation begins, and are subject to a
minimum monthly payment of $1,000.  We have paid the assignor the
$250,000 and the vendor $300,000 and have sent the transfer documents for
recording in Chile. We own the Farellon property as of April 25,
2008.
  The
Farellon property is located in Chile's III Region in the highly prospective
Candelaria iron-oxide-copper-gold (IOCG) belt, home of the Phelps Dodge
Candelaria Mine.  The Candelaria copper mine has been in production
since 1993 and has reported proven reserves of 283 million tonnes grading 0.64%
copper.  Recent surface sampling on the Farellon property has returned
values of up to 6.7% Cu, and ICP analysis of surface samples indicates
mineralogy assemblages consistent with classic IOCG deposits. Historic drilling
on the property has intersected sulphide and oxide mineralization to a depth of
150 meters and outlined a 1.7 kilometer strike length.  Significant
intersections included:
  9m 3.72 g/T
Au 2.49% Cu 0.06% Co
 3m 4.17 g/T
Au 5.29% Cu 0.11% Co
 10m 1.53 g/T
Au 1.31% Cu 0.04% Co
 20m 0.97 g/T
Au 1.22% Cu 0.02% Co
  camila
mineral properties
  On
February 1, 2008, a related company granted us an option to acquire its option
to buy the Camila mineral concessions located in the Sector of Quebrada, Commune
of Vallenar, Province of Huasco, III Region of Atacama, Chile. We paid $5,000
when we signed the agreement and agreed to pay an additional $100,000 in two
equal payments of $50,000 on May 23, 2008 and November 21, 2008. If we elect to
exercise our option on November 21, 2008, we assume all of the optionor’s rights
and obligations for the mining properties and will be required to pay the vendor
$50,000 by December 7, 2008 and $100,000 by June 7, 2009. We can exercise our
option to buy the mining property by paying the vendor $200,000 by December 7,
2009.  Thereafter, we must pay the vendor a royalty equal to 6% of the
net sales of minerals extracted from the property for a total of
$1,000,000.  The royalty payments are due monthly once exploitation
begins; and the total amount is payable in full by December 7,
2011.
  The
Camila property is made up of four mining and exploration concessions totaling
770 hectares. The property is located in the highly prospective Candelaria IOCG
Belt. The Camila property was last explored in the late 1990s by Trilogy Metals,
Inc., formerly Thyssen Mining Exploration Inc., who identified two mineralized
structures with up to 1.12% Cu and 7.5 g/t Au from surface grab
samples.
  We began
exploring the Camila property on March 14, 2008. The planned exploration program
consists of six drill holes totaling approximately 1000 metres of diamond
drilling on two previously identified mineralized structures. The drilling will
target depth extents of surface copper mineralization and coincident induced
polarization anomalies identified in the previous geophysics survey. A second
target along the El Zorro Vein is planned to intercept depth and strike extents
of the known mineralized structure containing gold bearing hematite
quartz.
  15
  santa
rosa mineral properties
  On
February 1, 2008, a related company granted us an option to acquire its option
to buy the Santa Rosa mineral concessions located in Sierra Cordon El Tomate,
Province of Huasco, III Region of Atacama, Chile. We paid $9,500 when we signed
the agreement and agreed to pay $8,500 per month for five months ending July 5,
2008 and $50,000 by August 5, 2008 to exercise the option, for a total exercise
price of $102,000. Once we have exercised the option, we will assume the
optionor’s rights and obligations and will be required to pay the vendor a total
of $317,500 by June 20, 2011, on monthly terms. If we make all of these
payments, we will own the property. We will still owe the vendor a royalty equal
to 1.5% of the net sales of minerals extracted from the property for a total of
$600,000.  The royalty payments are due monthly once exploitation
begins, and are subject to a minimum monthly payment of $1,000.  The
optionor retained the right to continue to mine the property until we exercise
our option and must pay us a royalty equal to 5% of the net proceeds from the
sale of ore. We received our first royalty payment in April 2008.
  The Santa
Rosa property is made up of two mining and exploration concessions totaling 110
hectares. The property is located in the highly prospective Candelaria IOCG
belt. Recent exploration has identified multiple mineralized structures with
significant alteration indicators of IOCG systems. The optionor is selling the
ore that it mines to Enami, a Chilean national mining company.  The
ore is returning grades of up to 19.78% copper and 13.9 grams per ton
gold.
  other
properties
  While we
intend to concentrate our efforts on exploring and developing the three
properties that we have, we are reviewing other interesting properties in the
same general area.  We are waiting for the geological results on
approximately nine other mineral properties.  On all of these
properties, we have contracted with geologists to analyze the rock samples,
perform due diligence, evaluate and analyze their findings, and prepare
geological reports. If our initial evaluation results are promising, we intend
to acquire additional Chilean mineral properties.
  The
acquisition and exploration of our Chilean mineral claims is subject to our
obtaining the necessary funding.
  Chilean
Subsidiary
  On August
21, 2007, we formed Minera Polymet Limitada, a limited liability company, under
the laws of the Republic of Chile.  We own a 99% interest in this company,
which will hold our Chilean mineral property interests.  The 1%
interest that we don’t own is held for us by a Chilean resident as required by
Chilean law.  He is an experienced manager who has organized an office and
expedites other resources for us.  We have agreed to pay him $2,000
per month to act as the legal representative and manager.
  Equity
Financing
  To
generate working capital, on July 26, 2007, we approved a Regulation S offering
for the issuance of up to 6,666,667 units at $0.30 per unit.  Each
unit consists of one common share and one-half of a share purchase warrant (a
total of 3,333,334 warrants).  The warrants are exercisable for two
years at $0.50 per share.  On August 1, 2007, we issued 333,334 units
in a private placement under this offering for cash of $100,000.  The
warrants will expire on August 1, 2009.
  On April
21, 2008 we completed another Regulation S offering and issued another 4,000,000
shares of our common stock for $0.25 per share and warrants exercisable, for two
years, for another 4,000,000 shares at $0.35.   We realized $1
million dollars from this offering.
  16
  Based on
our operating plan, we anticipate incurring operating losses in the foreseeable
future and will require additional equity capital to support our operations and
develop our business plan.  Our ability to achieve and maintain
profitability and positive cash flow depends upon our ability to locate
profitable mineral properties, generate revenue from our mineral production and
control production costs.  However, a failure to generate sufficient
revenue or raise sufficient working capital will adversely affect our ability to
achieve our ultimate business objectives.  We cannot assure you that
we will be able to raise additional equity capital, locate profitable mineral
properties, generate revenue from our mineral production or control production
costs in the future.  These factors raise substantial doubt about our
ability to continue as a going concern.  The accompanying consolidated
financial statements do not give effect to any adjustments that would be
necessary should we be unable to continue as a going concern and be required to
liquidate our assets and discharge our liabilities in other than the normal
course of business and at amounts different from those reflected in our
consolidated financial statements.
  If we are
successful in completing an equity financing, the issuance of the additional
shares will result in dilution to our exiting shareholders.
  Operations
Review
  During
the year ended January 31, 2008, we had a net loss of $232,499.  At
January 31, 2008, our current assets consisted of cash of
$1,901.  Offsetting this cash balance, we had current obligations of
$44,719 in accounts payable, $32,018 in accrued professional fees and $41,237 in
amounts due to related parties, leaving us with a working capital deficit of
$116,073.
  Although
we have raised $1,000,000 since January 31, 2008, our cash position as of the
date of this filing is inadequate to satisfy our working capital needs for the
next twelve months.  Over the next twelve months we will need to raise
capital to cover our operating costs, fulfill our option and property purchase
obligations pay for our Chilean properties and to cover any exploration or
development costs on our property.
  We expect
our general and administrative expenses to increase due to the costs associated
with setting up operations in Chile including hiring a resident manager ,
exploring and developing our mineral properties, and sourcing additional mineral
properties.
  We do not
anticipate generating any revenue over the next twelve months.  We plan to
fund our operations through equity financing from the sale of our common stock,
private loans, joint ventures or through the sale of a part interest in our
mineral properties.  We do not have any financing arranged and cannot
provide any assurance that we will be able to raise sufficient funding from the
sale of our common stock, private loans, joint ventures or that we will be able
to sell a part interest in our mineral properties in order to cover our
general and administrative expenses, acquire and develop properties in Chile,
commit to pay a resident manager and set up operations in Chile.
  We may
consider entering into a joint venture partnership with a more senior resource
company to provide the funding needed to complete our mineral exploration
program in Chile.  Although we have not attempted to locate a joint
venture partner, if we enter into a joint venture arrangement, we would assign a
percentage of our interest in our mineral property to our joint venture
partner.
  Related-Party
Transactions
  On
November 20, 2007 and February 1, 2008 we entered into option agreements to
acquire options to purchase the Farellon, Santa Rosa and Camila Breccia mineral
properties from a company controlled by a shareholder.
  At
January 31, 2008 we owed a company controlled by a director
$39,010.  During the year ended January 31, 2008, we paid $54,345 in
exploration fees to the same company.
  At
January 31, 2008 we owed a director $2,227 for expenses that this director paid
on our behalf.
  We do not
have any loans or advances payable to our directors and we do not have any
commitments to pay any administrative or directors’ fees to any related
party.
 17
 On June
20, 2007, our president returned 24,500,000 restricted shares to treasury in
return for $1.  We cancelled these shares.
  We
recognized donated rent at $250 per month and donated services provided by our
president at $500 per month until April 30, 2007. For the years ended
January 31, 2008 and 2007, we recognized $750 and $3,000 respectively in donated
rent, and $1,500 and $6,000 respectively in donated services.
  Comparison
of the Years Ended January 31, 2008 and 2007
  Overall
Results of Operations
  During
the year ended January 31, 2008, we had a net loss of $232,499, which is an
increase of $188,614 from our net loss of $43,885 for the year ended January 31,
2007.  This increase in our net loss was primarily due to increases in
our administrative, mineral and exploration costs, professional fees, regulatory
and travel and entertainment.
  We expect
our net loss over the next twelve months to be significantly
higher.  We do not expect to generate any revenue; and we expect our
operating costs to increase due to our operations in Chile.
  Revenue
  We did
not have any operating revenue from inception (January 10, 2005) to January 31,
2008.  We began receiving a 5% royalty in April 2008 from a related
company who has the right to mine our Santa Rosa properties until we exercise
our option.  To date, we have financed our activities with the
proceeds of share subscriptions. From our inception on January 10, 2005, to the
date of this filing, we have raised a total of $1,173,500 from private offerings
of our common stock.  Due to the nature of our business, we do not
expect to have operating revenue within the next year.
 Operating
Expenses
  Our
operating expenses increased by $188,614, or 430%, from $43,885 for the year
ended January 31, 2007, to $232,499 for the year ended January 31,
2008.  The increase was primarily due to increases of approximately
$56,000 in administrative costs, $5,000 in advertising and promotional
activities, $40,000 in mineral and exploration costs, $2,000 in office costs,
$54,000 in professional fees, $8,000 in regulatory costs and $29,000 in travel
and entertainment costs.  These costs were partially offset by
decreases in donated services of $5,000 and donated rent of $2,000.
  The
increase in our operating expenses was primarily due to increases in
administrative costs associated with outsourcing our administration, accounting
services and rent; exploration and travel costs associated with performing
preliminary fieldwork and locating mineral properties in Chile; and professional
and regulatory compliance costs.
  Over the
next twelve months, we expect our net loss to increase primarily due to the
costs associated with outsourcing our administrative and accounting services and
paying rent and costs associated with our mining properties in Chile, such as
our option and mineral property acquisition costs; legal costs associated with
our option and property acquisition agreements;  mineral exploration
costs, including the cost of geologists; administrative costs, including the
costs associated with having a resident manager and office in Chile; and
additional travel and entertainment costs.
  Off-Balance-Sheet
Arrangements
  We have
no off-balance sheet arrangements and no non-consolidated, special-purpose
entities.
  Liquidity,
Capital Resources and Financial Position
  At
January 31, 2008, we had a cash balance of $1,901 and negative cash flow from
operations of $113,576.
  18
  The notes
to our consolidated financial statements as of January 31, 2008, disclose our
uncertain ability to continue as a going concern.  We have not
generated, and do not expect to generate, any revenue to cover our expenses
while we are in the exploration stage and as a result we have accumulated a
deficit of $289,572 since inception.  As of January 31, 2008, we had
$117,974 in current liabilities.  When our current liabilities are
offset against our current assets of $1,901, we are left with a working capital
deficit of $116,073.  While we have successfully generated sufficient
working capital to the date of this filing through the sale of common stock and
we believe that we can continue to do so for the next year, we cannot assure you
that we will succeed in generating sufficient working capital to meet our
ongoing cash needs through the sale of common stock or from private loans or
advances.
  Net
Cash Used In Operating Activities
  We used
$113,576 net cash in operating activities during the year ended January 31,
2008, and $232,499 to cover operating costs.  These costs were offset
by increases in accounts payable of $43,417, accrued professional fees of
$32,018, amounts due to related parties of $41,235, and donated services and
rent of $2,250.
  We intend
to go to the pubic markets and raise sufficient working capital and obtain
advances and loans to sustain our operating and mining activities until we
become profitable.
  Net
Cash Used in Investing Activities
  We did
not have any investing activities during the year ended January 31,
2008.
  Net
Cash Provided By Financing Activities
  Financing
activities during the year ended January 31, 2008, provided net cash of
$100,000.  On August 1, 2007, we issued a total of 333,334 units at
$0.30 per unit in a private placement for cash of $100,000.  Each unit
compromises one common share and one-half of one share purchase warrant
entitling the holder to purchase one common share for $0.50.  The
warrants have a two-year term ending on August 1, 2009.
  Income
Taxes
  Table
3 sets out our deferred tax assets as of January 31, 2008 and
2007.  We have established a 100% valuation allowance, as we believe
it is more likely than not that the deferred tax assets will not be
realized.
  Table
      3: Deferred Tax AssetsJanuary
      31,2008
                
                
                2007Federal
      loss carryforwards (estimated
      at 34%)
                
                $
                64,998
                
                
                $
                5,481Foreign
      loss carryforwards
                
                
                –
                
                
                
                –Less:
      valuation allowance
                
                
                (64,998
                )
                
                
                (5,481
                )$
                –
                
                
                $
                –
  We
established a 100% valuation allowance against our deferred tax assets based on
our current operating results.  If our operating results improve
significantly, we may have to record our deferred taxes in our consolidated
financial statements, which could have a material impact on our financial
results.
  Contingencies
and Commitments
  We had no
contingencies at January 31, 2008.  We had the following long-term
commitments at April 28, 2008:
  19
  On
September 27, 2007, a related company assigned to us an option to purchase the
Farellon mining holdings located in the Sierra Pan de Azucar, Province of
Huasco, III Region of Atacama in Chile.  Under the terms of the
assignment, we have agreed to pay $250,000 on or before April 30, 2008, $300,000
before May 4, 2008, and a royalty equal to 1.5% of the net sales of minerals
extracted from the property for a total of $600,000.  The royalty
payments are due monthly once exploration begins, and are subject to a minimum
monthly payment of $1,000.
  On
February 1, 2008, a related company assigned to us an option to purchase four
mineral concessions called the Camila Breccia, located in the Sector of Quebrada
Jilguero, Commune of Vallenar, Province of Huasco, III Region of Atacama, Chile.
Under the terms of the assignment we paid $5,000 upon signing the agreement and
have agreed to pay $50,000 by May 23, 2008, $50,000 by November 21, 2008,
$50,000 by December 7, 2008, $100,000 by June 7, 2009, $200,000 by December 7,
2009 and a royalty equal to 6% of the net sales of minerals extracted from the
property for a total of $1,000,000.  Any unpaid portion of the royalty
is payable in full on December 7, 2011.
  On
February 1, 2008, a related party assigned to us an option to purchase two
mineral concessions called the Santa Rosa, located in Sierra Cordon El Tomate,
Quebrada de Agua Grande, Commune Freirina, Province of Huasco, III Region of
Atacama, Chile. Under the terms of the assignment, we paid $9,500 upon signing
the agreement and have agreed to pay $8,500 per month from April 5 to July 5,
2008, $50,000 on August 5, 2008, $7,500 per month from August 20, 2008 to August
20, 2009, $10,000 per month from September 20, 2009 to June 20, 2011 and a
royalty equal to 1.5% of the net sales of minerals extracted from the property
for a total of $600,000.  The royalty payments are due monthly once
exploration begins, and are subject to a minimum monthly payment of
$1,000.
  On
March 5, 2008, we entered into a diamond-drilling contract with a Chilean
drilling company to conduct exploration work on the Camila and Santa Rosa
mineral properties. We agreed to pay $386,145 (169,400,000 Chilean pesos) and
the drilling company has agreed to complete our exploration program by June 27,
2008.  On March 18, 2008, we advanced $30,000 (12,855,000 Chilean
pesos) to the exploration company to be applied against the total cost of the
contract.  The drilling contract was legalized in Chile on April 15,
2008.
  Contractual
Obligations
  Our
commitments under the Farellon, Camila Breccia, and Santa Rosa assignments and
the contract for the Camila and Santa Rosa drilling programs are the only
contractual obligations that we have.  Table 4 summarizes contractual
obligations and commitments as of April 28, 2008 for the next fiscal
years.
  Table
      4: Contractual ObligationsPayments
      due by periodTotal
                  
                  
                  Less
      than
                    1
      year
                  
                  
                  1–3
                    years
                  
                  
                  3–5
                    years
                  
                  
                  More
      than
                    5
      yearsOption
      payments
                  
                  $
                  457,000
                  
                  
                  $
                  457,000
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Partial
      purchase payment
                  
                  
                  967,500
                  
                  
                  
                  395,000
                  
                  
                  
                  522,500
                  
                  
                  
                  50,000
                  
                  
                  
                  -Royalty
      payments
                  
                  
                  2,200,000
                  
                  
                  
                  16,000
                  
                  
                  
                  48,000
                  
                  
                  
                  1,048,000
                  
                  
                  
                  1,088,000
                  (1)Drilling
      contract
                  
                  
                  386,145
                  
                  
                  
                  386,145Total
                  
                  $
                  4,010,645
                  
                  
                  $
                  1,254,145
                  
                  
                  $
                  570,500
                  
                  
                  $
                  1,098,000
                  
                  
                  $
                  1,088,000
 (1)
                  The Farellon and
      Santa Rosa agreements have minimum royalty payments of $1,000 per month
      that are payable when exploitation begins. We do not know when
      exploitation will begin; in this table we have assumed that we will start
      exploitation in June of
2008.
  20
  Internal
and External Sources of Liquidity
  To date
we have funded our operations by selling shares of our common stock. In April,
2008, we began receiving a 5% royalty from a related company that has the right
to mine one of our properties.
  Foreign
Exchange
  We are
subject to foreign exchange risk for transactions denominated in foreign
currencies.  Foreign currency risk arises from the fluctuation of
foreign exchange rates and the degree of volatility of these rates relative to
the United States dollar.  We do not believe that we have any material
risk due to foreign currency exchange.
  Inflation
  We do not
believe that inflation will have a material impact on our future
operations.
  FACTORS
AFFECTING OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION
 
 You
should consider each of the following risk factors and the other information in
this annual report, including our financial statements and the related notes, in
evaluating our business and prospects.  The risks and uncertainties
that we describe below are not the only ones that impact our
business.  Other risks and uncertainties not known to us or that we
consider immaterial may also impact our business operations.  If any
of the following risks actually occur, our business and financial results could
be harmed.  In that case, the trading price of our common stock could
decline.
 
 If
we do not obtain additional financing, our business plan will fail.
 
 We have
limited financial resources.  We had cash of $1,900 as of January 31,
2008.  Since then, we have raised $1 million and spent funds to, among
other things, buy the Farellón property, acquire the Santa Rosa and Camila
options, begin a drilling program at the Camila Breccia, organize an office in
Vallenar, and complete our audit and other
administrative and reporting obligations.  We have no operating
revenue, and must finance our plan of operation, which consists of exploring and
developing our mineral properties, entirely by other means.  Our
ability to continue exploring and developing our properties will depend on our
ability to develop our properties and generate operating revenue or obtain more
external financing.  Mineral exploration and development are very
expensive. We will need to raise significant additional capital in order to
implement our plan of operation.
  21
  The
sources of external financing available to us for these purposes include public
or private offerings of equity and debt, strategic alliances or joint ventures
with more experienced and better financed mining companies, selling some of our
mineral properties, or any combination of these alternatives.  These
financing alternatives may not be available to us on acceptable terms, or at
all.  If additional financing is not available, we may have to
postpone the development of our mineral properties or sell them.
 
 If
we fail to make required payments on our mineral properties, we could lose our
rights to the properties.
 
 To retain
our interest in our mineral properties for the next 12 months, we have to make
payments totaling $293,000 to the property owners to keep the option agreements
in good standing.  If we fail to make all of these payments we will
lose our interests in some or all of our mineral properties.
 
 Our
auditors have expressed substantial doubt about our ability to continue as a
going concern; as a result we could have difficulty finding additional
financing.
 
 Our
accompanying financial statements have been prepared assuming that we will
continue as a going concern.  As discussed in Note 1 to the financial
statements, we were incorporated on January 10, 2005.  Except for
approximately $3,000 of royalty income that we have recently received from
Minera Farellón from their mining the Santa Rosa, we have not generated any
revenue since inception and have accumulated losses.  As a result, our
auditors have expressed substantial doubt about our ability to continue as a
going concern.  Our ability to continue our operations depends on our
ability to complete equity or debt financings or generate profitable
operations.  Such financings may not be available or may not be
available on reasonable terms.  Our financial statements do not
include any adjustments that could result from the outcome of this
uncertainty.
 
 As
a result of only recently starting our business operations, we face a high risk
of business failure.
 
 We were
incorporated on January 10, 2005 and to date have been involved primarily in
organizational activities, acquiring mineral properties and obtaining
financing.  We have not earned any revenue other than a nominal
royalty from the local miner who is mining the Santa Rosa property, and have, as
a result, never had a profit.  You should be aware of the difficulties
normally encountered by new mineral exploration companies and the high rate of
failure of these enterprises. The likelihood of success must be considered in
the light of the costs, difficulties, complications and delays encountered in
connection with our proposed exploration programs.  These potential
problems include, but are not limited to, the unavailability of human or
equipment resources, and costs and expenses that exceed our
estimates.  We have no history upon which to base any assumption about
whether our business will prove successful, and we cannot assure you that we
will ever generate revenue from our operations or realize a
profit.  If we are unsuccessful in addressing these risks our business
will probably fail.
 
 We
expect to incur operating losses for the foreseeable future, which could cause
us to run out of funds.
 
 We have
earned no revenue and never been profitable.  Before we complete any
exploration on our properties, our operating expenses could increase without our
realizing any revenues from our mineral properties, which could cause us to run
out of funds.  If this happens, our business will probably
fail.
  If
we do not find a joint venture partner for the development of our mineral
properties, we may not be able to develop them.
  If our
exploration programs are successful, we may try to form a joint venture with a
partner for further exploration and development of our mineral
properties.  We would face competition from other junior mineral
resource exploration companies who have properties that they believe have more
potential for higher economic returns and lower investment costs.  If
we entered into a joint venture, we would probably have to assign a percentage
of our interest in our mineral properties to the joint venture
partner.  If we are unable to find a suitable joint venture partner,
we could fail to find the required funding for further exploration and eventual
production.
  22
 
 Access
to our mineral properties could be restricted by inclement weather, which could
delay our proposed mineral exploration program and prevent us from generating
revenue.
 
 Our
properties are located in the Atacama Desert, the driest desert in the world,
and no higher than 800 metres above sea level. The weather where our properties
are located is generally the same all year—warm and dry.  Rain rarely
falls, although heavy rain has been known to fall at least once a
decade.  If heavy rain should fall, access to our properties could be
restricted during the rainfall.  We do not believe that weather will
be a significant factor in our operations.
 
 In
some instances members of the board of directors may be liable for losses
incurred by holders of our common stock.  If a shareholder were to
prevail in such an action in the U.S., it may be difficult for the shareholder
to enforce the judgment against any of our three board members who are not U.S.
residents.
  In
certain instances, such as trading securities based on material non-public
information, a director may incur liability to shareholders for losses sustained
by the shareholders as a result of the director’s illegal or negligent
activity.  However, all of our directors live and maintain a
substantial portion of their assets outside the United States.  As a
result it may be difficult or impossible to effect service of process within the
U.S. upon these directors or to enforce in the U.S. courts any judgment obtained
here against them predicated upon any civil liability provisions of the U.S.
federal securities laws.
  Foreign
courts may not entertain original actions predicated solely upon U.S. federal
securities laws against these directors; and judgments predicated upon any civil
liability provisions of the U.S. federal securities laws may not be directly
enforceable in foreign countries.
  As a
result of the foregoing, it may be difficult or impossible for a shareholder to
recover from any of these directors if, in fact, the shareholder is damaged as a
result of a director’s negligent or illegal activity.
 
 Mineral
exploration is highly speculative and risky: we might not find economic mineral
deposits on our properties.
 
 Exploration
for commercially viable mineral deposits is a speculative venture involving
substantial risk.  We cannot assure you that our mineral properties
contain economic mineral deposits.  Our exploration program might not
result in the discovery of economically viable mineral
deposits.  Problems such as unusual and unexpected rock formations and
other conditions are involved in mineral exploration and often result in
unsuccessful exploration efforts.  In such a case, we may be unable to
complete our plan of operation.
 
 Mineral
exploration is hazardous: we could incur liability or damages as we conduct our
business due to the dangers inherent in mineral exploration.
 
 The
search for minerals is hazardous.  We could become liable for hazards
such as pollution, cave-ins and other hazards against which we cannot insure or
against which we may elect not to insure.  We have no insurance for
these kinds of hazards, nor do we expect to get such insurance for the
foreseeable future.  If we were to suffer from such a hazard, the
costs of rectifying it could exceed our asset value and require that we
liquidate our assets.
 
 We
must comply with government regulations affecting mineral exploration, which
could increase the time and cost of our exploration programs.
  Our
business is subject to various levels of government controls and regulations,
which are supplemented and revised from time to time.  We cannot
predict what legislation or revisions might be proposed that could affect our
business or when any such proposals, if enacted, might become
effective.  Such changes, however, could require more capital and
increase our operating expenditures, which could prevent or delay some of our
operations.
  23
 
 Our
exploration activities are subject to extensive laws and regulations governing
the protection of the environment, waste disposal, worker safety, and protection
of endangered and other special status species.  Our ability to
successfully obtain key permits and approvals to explore and develop mineral
properties and to successfully operate in Chile will depend on our ability to
explore and develop our properties in a manner that is consistent with the
creation of social and economic benefits in the surrounding
communities.  Our ability to obtain permits and approvals and to
successfully operate in particular communities may be adversely impacted by real
or perceived detrimental events associated with our activities or those of other
mining companies affecting the environment, human health and safety or the
surrounding communities.  Future changes in applicable laws,
regulations and permits or changes in their enforcement or regulatory
interpretation could adversely affect our financial condition or the results of
our operations.
 
 We could
be required to obtain work permits, post bonds and perform remediation work for
any physical disturbance to the land in order to comply with these
regulations.  Delays in obtaining or failure to obtain government
permits and approvals could adversely affect our operations, including our
ability to explore or develop properties, start producing or continue our
operations.  We expect to spend significant amounts to comply with
such laws and regulations and, to the extent possible, create social and
economic benefit in the surrounding communities.  While we include the
costs of regulatory compliance in the budget for our mineral exploration
programs, new regulations could increase the time and costs of doing business
and prevent us from carrying out our mineral exploration programs within our
budget.
 
 If we do
not comply with applicable environmental and health and safety laws and
regulations, we could be fined, enjoined from continuing our operations, have
our permits suspended or revoked, and suffer other penalties.  We
cannot assure you that we have fully complied or will always fully comply with
the laws and regulations that apply to us and our environmental and health and
safety permits, or that we have all the permits that we need.  The
costs and delays associated with compliance with these laws, regulations and
permits could stop us from developing a project or operating or further
developing a mine on our properties, and could materially adversely affect our
business, the results of our operations and financial condition.  We
could be liable for the costs of addressing contamination at the site of current
or former activities or at third-party sites.  We could be liable for
exposure to hazardous substances.  The costs associated with such
liabilities could be significant.
 
 We
might not be able to market any minerals that we find on our mineral properties
due to market factors that are beyond our control.
  The
mining industry, in general, is intensely competitive and we cannot assure that,
even if we discover economic minerals, we will find a ready market for our
minerals.  Many factors beyond our control affect the marketability of
minerals.  These factors include market fluctuations, the proximity
and capacity of natural resource markets and processing equipment, government
regulations, including regulations relating to prices, taxes, royalties, land
tenure, land use, importing and exporting minerals and environmental
protection.  We cannot accurately predict the effect of these factors,
but any combination of these factors could result in an inadequate return on
invested capital.
 We
conduct operations in a foreign jurisdiction, and are subject to certain risks
that may limit or disrupt our business operations.
 
 Our head
office is in Canada; and our mining operations are in Chile.  Mining
investments are subject to the risks normally associated with the conduct
of  any business in foreign countries including uncertain political
and economic environments; wars, terrorism and civil disturbances; changes in
laws or policies, including those relating to imports, exports, duties and
currency; cancellation or renegotiation of contracts; royalty and tax increases
or other claims by government entities, including retroactive claims; risk of
loss due to disease and other potential endemic
health issues; risk of expropriation and nationalization; delays in obtaining or
the inability to obtain or maintain necessary governmental permits; currency
fluctuations; restrictions on the ability of local operating companies to sell
gold, copper or other minerals offshore for U.S. dollars, and on the ability of
such companies to hold U.S. dollars or other foreign currencies in offshore bank
accounts; import and export regulations, including restrictions on the export of
gold, copper or other minerals; limitations on the repatriation of earnings; and
increased financing costs.
  24
 
 These
risks could limit or disrupt our exploration programs, restrict the movement of
funds, cause us to spend more than we expected or required, or deprive us of
contract rights or result in our operations being nationalized or expropriated
without fair compensation, and could materially adversely affect our financial
position or the results of our operations.  If a dispute arises from
our activities in Chile, we could be subject to the exclusive jurisdiction of
courts outside North America, which could adversely affect the outcome of the
dispute.
 
 We
hold a significant portion of our cash in United States dollars, which could
weaken our purchasing power in other currencies and limit our ability to conduct
our exploration programs.
 
 Currency
fluctuations could affect the costs of our operations and affect our operating
results and cash flows.  Gold and copper are sold throughout the world
based principally on the U.S. dollar price, but most of our operating expenses
are incurred in local currencies, such as the Canadian dollar and the Chilean
peso.  The appreciation of other currencies against the U.S. dollar
can increase the costs of our operations.
 
 We hold a
significant portion of our cash in United States dollars.  Currency
exchange rate fluctuations can result in conversion gains and losses and
diminish the value of our United States dollars.  If the United States
dollar declined significantly against the Canadian dollar or the Chilean peso,
our US-dollar purchasing power in Canadian dollars and Chilean pesos would also
significantly decline and we would not be able to afford to conduct our mineral
exploration programs.  We have not entered into derivative instruments
to offset the impact of foreign exchange fluctuations.
 
 We
do not expect to declare or pay dividends in the foreseeable
future.
 
 We have
never paid cash dividends on our common stock and have no plans to do so in the
foreseeable future. We intend to retain any earnings to develop, carry on, and
expand our business.
 
 “Penny
Stock” rules may make buying or selling our common stock difficult, and severely
limit their market and liquidity.
 
 Trading
in shares of our common stock is subject to regulations adopted by the SEC
commonly known as the “penny stock” rules.  These rules govern how
broker-dealers can deal with their clients and penny stocks.  The
additional burdens imposed upon broker-dealers by the penny stock rules could
discourage broker-dealers from participating in transactions involving shares of
our common stock, which could severely limit their market price and
liquidity.  Under the penny stock rules, broker-dealers participating
in penny-stock transactions must first deliver to their customer a risk
disclosure document describing the risks associated with penny stocks, the
broker-dealer’s duties in selling the stock, the customer’s rights and remedies,
and certain market and other information.  The broker-dealer must
determine the customer’s suitability for penny- stock transactions based on the
customer’s financial situation, investment experience and
objectives.  Broker-dealers must also disclose these restrictions in
writing to the customer, obtain specific written consent from the customer, and
provide monthly account statements to the customer.  The effect of
these restrictions can decrease broker-dealers’ willingness to make a market in
our shares of common stock, decrease the liquidity of our common stock, and
increase transaction costs for sales and purchases of our common stock as
compared to other securities.
  25
  Item
7.     Financial Statements
  Report of
      Independent Registered Public Accounting Firm
                  F-1Consolidated
      Balance Sheets
                  F-3Consolidated
      Statements of Operations
                  F-4Consolidated
      Statement of Stockholders’ (Deficit) Equity
                  F-5Consolidated
      Statements of Cash Flows
                  F-6Notes
      to the Consolidated Financial Statements
                  F-7
 26
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Board of Directors and Stockholders
 Red Lake
Exploration, Inc.
  We have
audited the accompanying consolidated balance sheet of Red Lake Exploration,
Inc. (an exploration stage company), as of January 31, 2008 and the related
consolidated statements of operations, changes in stockholders’ (deficit)
andcash flows for the year then ended. These financial statements are
the responsibility of the Company’s management. Our responsibility is to express
an opinion on these financial statements based on our audit. The financial
statements of Red Lake Exploration, Inc. (an exploration stage company), as of
January 31, 2007 were audited by other auditors, whose report dated April 23,
2007, on those statements included an explanatory paragraph that described the
uncertainty of the Company’s ability to continue as a going concern discussed in
Note 3 to the financial statements.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.
  In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Red Lake Exploration, Inc.
(an exploration stage company) as of January 31, 2008 and the results of its
operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of
America.
  The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, the Company has suffered recurring losses
from operations that raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 3. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
  Mendoza
Berger & Company, LLP
  /s/ Mendoza
      Berger & Company, LLPIrvine, California
                    April 25,
      2008
 F-1
 Report
of Independent Registered Public Accounting Firm
   To the
Board of Directors and Stockholders of
 Red Lake
Exploration, Inc. (An Exploration Stage Company)
  We have
audited the accompanying balance sheet of Red Lake Exploration, Inc. (An
Exploration Stage Company) as of January 31, 2007 and the related statements of
operations, cash flows and stockholders’ equity for the year then ended and
accumulated from January 10, 2005 (Date of Inception) to January 31,
2007. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above, present fairly, in all
material respects, the financial position of Red Lake Exploration, Inc. (An
Exploration Stage Company) as of January 31, 2007 and the results of its
operations and its cash flows for the year then ended and accumulated from
January 10, 2005 (Date of Inception) to January 31, 2007 in conformity with
accounting principles generally accepted in the United States.
  The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 3 to the financial statements,
the Company has not generated any revenue and has accumulated losses since
inception and will need additional equity financing to begin realizing its
business plan. These factors raise substantial doubt about the Company’s ability
to continue as a going concern. Management’s plans in regard to these matters
are also discussed in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
   
 CHARTERED
ACCOUNTANTS
  Vancouver,
Canada
 April 23,
2007
 F-2
  RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY) CONSOLIDATED
BALANCE SHEETS AT
JANUARY 31, 2008 AND 2007
 2008
                
                
                2007ASSETSCurrent
      assets:Cash
                
                $
                1,901
                
                
                $
                15,477Total
      assets
                
                $
                1,901
                
                
                $
                15,477LIABILITIES
      AND STOCKHOLDERS' (DEFICIT) EQUITYCurrent
      liabilities:Accounts
      payable
                
                $
                44,719
                
                
                $
                1,299Accrued
      professional fees
                
                
                32,018
                
                
                
                -Due
      to related parties
                
                
                41,237
                
                
                
                1Total
      liabilities
                
                
                117,974
                
                
                
                1,300Commitments
      and contingenciesStockholders'
      (deficit) equity:Common
      stock, $0.001 par value, authorized 200,000,000,53,183,334
      and 77,350,000  issued and outstandingat
      January 31, 2008 and January 31, 2007, respectively
                
                
                53,183
                
                
                
                77,350Additional
      paid in capital
                
                
                120,316
                
                
                
                (6,100
                )Deficit
      accumulated during exploration stage
                
                
                (289,572
                )
                
                
                (57,073
                )Total
      stockholders' (deficit) equity
                
                
                (116,073
                )
                
                
                14,177Total
      liabilities and stockholders' (deficit) equity
                
                $
                1,901
                
                
                $
                15,477
   The
accompanying notes are an integral part of these consolidated financial
statements
  F-3
  RED
LAKE EXPLORATION, INC. (AN
EXPLORATION STAGE COMPANY) CONSOLIDATED
STATEMENTS OF OPERATIONS
 FromJanuary
      10,2005For
      the Years
                
                
                (Inception)
      toEnded
      January 31,
                
                
                January
      31,2008
                
                
                2007
                
                
                2008Operating
      Expenses:Administrative
                
                $
                56,368
                
                
                $
                541
                
                
                $
                56,909Advertising
      and promotion
                
                
                4,837
                
                
                
                -
                
                
                
                4,837Bank
      charges and interest
                
                
                263
                
                
                
                514
                
                
                
                907Donated
      rent
                
                
                750
                
                
                
                3,000
                
                
                
                4,750Donated
      service fees
                
                
                1,500
                
                
                
                6,000
                
                
                
                9,500Mineral
      and exploration costs
                
                
                54,345
                
                
                
                13,953
                
                
                
                68,298Office
                
                
                2,061
                
                
                
                -
                
                
                
                2,061Professional
      fees
                
                
                72,747
                
                
                
                18,250
                
                
                
                91,822Regulatory
                
                
                9,830
                
                
                
                1,607
                
                
                
                11,670Travel
      and entertainment
                
                
                29,131
                
                
                
                -
                
                
                
                29,131Impairment
      loss on mineral property costs
                
                
                -
                
                
                
                -
                
                
                
                9,000Foreign
      exchange
                
                
                667
                
                
                
                20
                
                
                
                687Net
      loss for the period
                
                $
                (232,499
                )
                
                $
                (43,885
                )
                
                $
                (289,572
                )Net
      loss per share - basic and diluted
                
                $
                (0.00
                )
                
                $
                (0.00
                )Weighted
      average number of sharesoutstanding
      - basic and diluted
                
                
                62,348,174
                
                
                
                77,350,000
   The
accompanying notes are an integral part of these consolidated financial
statements
  F-4
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY) CONSOLIDATED
STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY FOR
THE PERIOD FROM JANUARY 10, 2005 (INCEPTION) TO JANUARY 31, 2008
 DeficitCommon
      Stock Issued
                
                
                
                
                
                AccumulatedNumber
                
                
                
                
                
                Additional
                
                
                During
      theof
                
                
                
                
                
                Paid-in
                
                
                DevelopmentShares
                
                
                Amount
                
                
                Capital
                
                
                Stage
                
                
                TotalBalance
      at January 10,  2005 (Inception)
                
                
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (825
                )
                
                
                (825
                )Balance
      at January 31, 2005
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (825
                )
                
                
                (825
                )Common
      stock issued for cash
                
                
                77,350,000
                
                
                
                77,350
                
                
                
                (18,100
                )
                
                
                -
                
                
                
                59,250Donated
      services
                
                
                -
                
                
                
                -
                
                
                
                3,000
                
                
                
                -
                
                
                
                3,000Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (12,363
                )
                
                
                (12,363
                )Balance
      at January 31, 2006
                
                
                77,350,000
                
                
                
                77,350
                
                
                
                (15,100
                )
                
                
                (13,188
                )
                
                
                49,062Donated
      services
                
                
                -
                
                
                
                -
                
                
                
                9,000
                
                
                
                -
                
                
                
                9,000Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (43,885
                )
                
                
                (43,885
                )-Balance
      at January 31, 2007
                
                
                77,350,000
                
                
                
                77,350
                
                
                
                (6,100
                )
                
                
                (57,073
                )
                
                
                14,177Donated
      services
                
                
                -
                
                
                
                -
                
                
                
                2,250
                
                
                
                -
                
                
                
                2,250Return
      common shares to treasury
                
                
                (24,500,000
                )
                
                
                (24,500
                )
                
                
                24,499
                
                
                
                -
                
                
                
                (1
                )Common
      stock issued for cash
                
                
                333,334
                
                
                
                333
                
                
                
                99,667
                
                
                
                -
                
                
                
                100,000Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (232,499
                )
                
                
                (232,499
                )Balance
      at January 31, 2008
                
                
                53,183,334
                
                
                $
                53,183
                
                
                $
                120,316
                
                
                $
                (289,572
                )
                
                $
                (116,073
                )
 On
June 15, 2007, the Company declared a forward split of 13 new common shares for
every one common share outstanding. All share amounts have been retroactively
adjusted for all periods presented.
   The
accompanying notes are an integral part of these consolidated financial
statements
  F-5
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY) CONSOLIDATED
STATEMENTS OF CASH FLOWS
 FromJanuary
      10,2005For
      the Years
                
                
                (Inception)
      toEnded
      January 31,
                
                
                January
      31,2008
                
                
                2007
                
                
                2008Cash
      flows from operating activities:Net
      loss
                
                $
                (232,499
                )
                
                $
                (43,885
                )
                
                $
                (289,572
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Donated
      services and rent
                
                
                2,250
                
                
                
                9,000
                
                
                
                14,250Impairment
      loss on mineral property costs
                
                
                -
                
                
                
                -
                
                
                
                9,000Changes
      in operating assets and liabilities:Accounts
      payable
                
                
                43,420
                
                
                
                1,300
                
                
                
                44,720Accrued
      professional fees
                
                
                32,018
                
                
                
                -
                
                
                
                32,018Due
      to related parties
                
                
                41,235
                
                
                
                -
                
                
                
                41,235Net
      cash used in operating activities
                
                
                (113,576
                )
                
                
                (33,585
                )
                
                
                (148,349
                )Cash
      flows from investing activities:Acquisition
      of mineral properties
                
                
                -
                
                
                
                -
                
                
                
                (9,000
                )Net
      cash used in investing activities
                
                
                -
                
                
                
                -
                
                
                
                (9,000
                )Cash
      flows from financing activities:Proceeds
      from issuance of common stock
                
                
                100,000
                
                
                
                -
                
                
                
                159,250Net
      cash provided by financing activities
                
                
                100,000
                
                
                
                -
                
                
                
                159,250(Decrease)
      increase in cash during the period
                
                
                (13,576
                )
                
                
                (33,585
                )
                
                
                1,901Cash,
      beginning of period
                
                
                15,477
                
                
                
                49,062
                
                
                
                -Cash,
      end of period
                
                $
                1,901
                
                
                $
                15,477
                
                
                $
                1,901Supplemental
      disclosures:Cash
      paid during the period for:Taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Non-cash
      financing transaction:Acquisition
      of 24,500,000 common shares
                
                $
                1
                
                
                $
                -
                
                
                $
                1
   The
accompanying notes are an integral part of these consolidated financial
statements
  F-6
  RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
   NOTE
1 - ORGANIZATION AND BASIS OF PRESENTATION
  Nature
of Operations
  Red Lake
Exploration, Inc. (the Company or Red Lake) was incorporated on January 10,
2005, under the laws of the State of Nevada. On August 21, 2007, Red Lake
acquired a 99% interest in Minera Polymet Limitada (Polymet), a limited
liability company formed on August 21, 2007, under the laws of the Republic of
Chile.
 
 Red Lake
is involved in the acquisition and exploration of mineral
resources.  On November 20, 2007, through Polymet, the Company
acquired an option on mineral holdings in Chile.  On November 27,
2007, Red Lake abandoned their mineral claims in Ontario, Canada.  The
Company has not determined whether its properties contain mineral reserves that
are economically recoverable.  In these notes, the terms “Company”,
“we”, “us” or “our” mean Red Lake Exploration, Inc. and its subsidiary whose
operations are included in these consolidated financial statements.
 
 Exploration
Stage
 
 These
consolidated financial statements and related notes are presented in accordance
with accounting principles generally accepted in the United States of America,
and are expressed in United States dollars.  Red Lake has not produced
any revenues from its principal business or commenced significant operations and
is considered an Exploration Stage Company, as defined by Statement of Financial
Accounting Standard (SFAS) No.7 Accounting and Reporting by
Development Stage Enterprises.
 
 The
Company is in the early exploration stage.  In an exploration stage
company, management devotes most of its time to conducting exploratory work and
developing its business.  These consolidated financial statements have
been prepared on a going-concern basis, which implies the Company will continue
to realize its assets and discharge its liabilities in the normal course of
business.  The Company has never paid any dividends and is unlikely to
pay dividends or generate earnings in the immediate or foreseeable
future.  The Company’s continuation as a going concern and its ability
to emerge from the exploration stage with any planned principal business
activity is dependent upon the continued financial support of its shareholders
and its ability to obtain the necessary equity financing and attain profitable
operations.
 
 NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
  Principles
of Consolidation
 
 The
Company’s consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States.
  These
consolidated financial statements include the financial statements of Red Lake
and Polymet, its majority owned subsidiary. All significant intercompany
balances and transactions have been eliminated from the consolidated financial
results.
 
 Reclassifications
  Certain
amounts in the prior year’s financial statements have been reclassified to
conform to the current year’s presentation.
  F-7
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
 
 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Cash
and Cash Equivalents
 
 For
purposes of the balance sheet and statement of cash flows, the Company considers
all amounts on deposit with financial institutions and highly liquid investments
with maturities of 90 days or less to be cash equivalents.  At January
31, 2008 and 2007, the Company had no cash equivalents.
 
 Financial
Instruments
 
 Foreign
Exchange Risk
 
 The
Company is subject to foreign exchange risk for sales and purchases denominated
in foreign currencies.  The functional currency for Polymet is the
Chilean peso.  Foreign currency risk arises from the fluctuation of
foreign exchange rates and the degree of volatility of these rates relative to
the United States dollar.  The Company does not believe that it has
any material risk to its foreign currency exchange.
 
 Fair
Value of Financial Instruments
 
 The
Company’s financial instruments include cash, accounts payable and accrued
professional fees.  The fair value of these financial instruments
approximates their carrying values due to their short maturities.
 
 Concentration
of Credit Risk
 
 Financial
instruments that potentially subject the Company to significant concentrations
of credit risk consist principally of cash.
 
 At
January 31, 2008 and 2007, the Company had approximately $1,900 and $15,000,
respectively in cash that was not insured.  This cash is on deposit
with a major chartered Canadian bank.  As part of its cash management
process, the Company performs periodic evaluations of the relative credit
standing of this financial institution.  The Company has not
experienced any losses in cash balances and does not believe it is exposed to
any significant credit risk on its cash.
 
 Accounting
Estimates
 
 The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Actual results could differ
from those estimates.
 
 The
Company’s consolidated financial statements are based on a number of significant
estimates, including an estimate for accrued professional fees.
 
 Revenue
Recognition
 
 Mining
revenue will be recognized as income when minerals are produced and
sold.  Interest revenue is recognized at the end of each
month.
  F-8
  RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
   NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
  Long-lived
Assets
  In
accordance with SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets”, the carrying value of long-lived assets
is reviewed on a regular basis for the existence of facts or circumstances that
may suggest impairment. The Company recognizes impairment when the sum of the
expected undiscounted future cash flows is less than the carrying amount of the
asset. Impairment losses, if any, are measured as the excess of the carrying
amount of the asset over its estimated fair value.  The Company’s only
long-lived asset is its unproven mineral interests.  At January 31,
2008 and 2007 the Company had no impairment losses with respect to its unproven
mineral interests.
  Unproved
Mineral Property Costs
  The
Company has been in the exploration stage since its inception on January 10,
2005 and has not yet realized any revenues from its operations. It is primarily
engaged in acquiring and exploring mining properties. Mineral property
exploration costs are expensed as incurred. Mineral property acquisition costs
are initially capitalized when incurred using the guidance in Emerging Issues
Task Force (EITF) 04-02, Whether Mineral Rights Are Tangible
or Intangible Assets. The Company assesses the carrying costs for
impairment under SFAS No. 144, Accounting for Impairment or
Disposal of Long Lived Assets at each fiscal quarter end. When it has
been determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves, the costs then incurred to
develop such property, are capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable reserve. If
mineral properties are subsequently abandoned or impaired, any capitalized costs
will be charged to operations.
  Asset
Retirement Obligations
  SFAS No.
143, Accounting for Asset
Retirement Obligations addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. Specifically, SFAS No. 143 requires that the
fair value of a liability for an asset retirement obligation be recognized in
the period in which it is incurred if a reasonable estimate of fair value can be
made. In addition, the asset retirement cost is capitalized as part of the
asset’s carrying value and subsequently allocated to expense over the asset’s
useful life. At January 31, 2008 and 2007, the Company did not have any asset
retirement obligations.
  Income
Taxes
 
 Income
tax expense is based on pre-tax financial accounting income.  Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets, including tax loss and credit carryforwards, and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.  Deferred income tax expense represents the change
during the period in the deferred tax assets and deferred tax liabilities. The
components of the deferred tax assets and liabilities are individually
classified as current and non-current based on their characteristics. Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.
  F-9
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
 
 
 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Stock-based
Compensation
 
 In
December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No.
123(R), Share-Based
Payment (SFAS 123(R)), which is a revision of SFAS No. 123, Accounting for Stock-Based
Compensation.  SFAS 123(R) is effective for public companies
for the first fiscal year beginning after June 15, 2005, supersedes Accounting
Principles Board Opinion No. 25 (APB 25), Accounting for Stock Issued to
Employees, and amends SFAS 95, Statement of Cash
Flows.  SFAS 123(R) eliminates the option to use APB 25’s
intrinsic value method of accounting and requires that the expense for stock
compensation be recorded based on a fair value method.
 
 The
Company follows the “modified prospective method”, which requires the Company to
recognize compensation costs for all share-based payments, whether granted,
modified or settled, in its consolidated financial statements.
 
 Comprehensive
Income
 
 Comprehensive
income reflects changes in equity that result from transactions and economic
events from non-owner sources.  The Company had no comprehensive
income for the years ended January 31, 2008 and 2007.
 
 Basic
and Diluted Net Loss per Common Share
 
 Basic net
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of common shares outstanding during
the reporting period.  Diluted net income per common share includes
the dilution that could occur upon the exercise of options and warrants to
acquire common stock, computed using the treasury stock method which assumes
that the increase in the number of shares is reduced by the number of shares
that the Company could have repurchased with the proceeds from the exercise of
options and warrants (which are assumed to have been made at the average market
price of the common shares during the reporting period).
 
 Potential
common shares are excluded from the diluted loss per share computation in net
loss periods as their inclusion would be anti-dilutive.
 
 At
January 31, 2008 and 2007, the Company had 53,183,334 and 77,350,000, shares of
common stock issued and outstanding, respectively, 166,667, and 0 warrants
outstanding, respectively and no outstanding options or convertible
debt.
 
 Recent
Accounting Pronouncements
 
 In
February 2006, FASB issued SFAS No. 155 (SFAS 155), Accounting for Certain Hybrid
Financial Instruments - an amendment of FASB Statements No. 133 and 140.
This Statement amends FASB Statements No. 133, Accounting for Derivative
Instruments and Hedging Activities, and No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities. This
Statement resolves issues addressed in Statement 133 Implementation Issue No.
D1, Application of Statement
133 to Beneficial Interests in Securitized Financial Assets. This
statement is effective for all financial instruments acquired or issued after
the beginning of an entity’s first fiscal year that begins after September 15,
2006. Adoption of SFAS 155 did not have a material impact on the Company’s
consolidated financial statements.
  F-10
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
 
  NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Recent
Accounting Pronouncements, continued
 
 In March
2006, the FASB issued SFAS No. 156 (SFAS 156), Accounting for Servicing of
Financial Assets - an amendment of FASB Statement No. 140. SFAS 156
amends SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities, with
respect to accounting for separately recognized servicing assets and servicing
liabilities. SFAS 156 is effective for fiscal years that begin after September
15, 2006, with early adoption permitted as of the beginning of an entity’s
fiscal year. The Company does not have any servicing assets or servicing
liabilities and, accordingly, the adoption of SFAS 156 did not have a material
impact on the Company’s consolidated financial statements.
  In
July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty
in Income Taxes.
FIN 48 clarifies the accounting for uncertainty in income taxes recognized
in an enterprise's financial statements in accordance with SFAS No. 109,
Accounting for Income
Taxes; prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return; and provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. FIN 48 was effective beginning February 1,
2007.
  The
Company adopted the provisions of FIN 48 on February 1, 2007. FIN 48 provides
detailed guidance for the financial statement recognition, measurement and
disclosure of uncertain tax positions recognized in the financial statements in
accordance with SFAS 109. Tax positions must meet a “more-likely-than-not”
recognition threshold at the effective date to be recognized upon the adoption
of FIN 48 and in subsequent periods. The adoption of FIN 48 had an immaterial
impact on the Company’s consolidated financial position and did not result in
unrecognized tax benefits being recorded. Accordingly, no corresponding interest
and penalties have been accrued. The Company files income tax returns in the
U.S. federal, state and Chilean jurisdictions. No federal, state income tax
examinations are underway in these jurisdictions. The Company has prior years’
net operating losses which remain open for examination.
  In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements(SFAS
No. 157).  SFAS No. 157 defines fair value, establishes a
framework for measuring fair value and enhances disclosures about fair value
measures required under other accounting pronouncements, but does not change
existing guidance as to whether or not an instrument is carried at fair
value.  SFAS No. 157 will be effective for the Company beginning
on February 1, 2008.  The adoption of SFAS 157 is not expected to have
a significant impact on our consolidated financial statements.
  In
September 2006, the FASB issued SFAS 158 (SFAS 158), Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements
No. 87, 88, 106, and 132(R). This statement requires an
employer to recognize the over-funded or under-funded status of a defined
benefit postretirement plan as an asset or liability in its statement of
financial position and to recognize changes in that funded status in the year in
which the changes occur through comprehensive income of a business entity. This
statement also requires an employer to measure the funded status of a plan as of
the date of its year end statement of financial position, with limited
exceptions. The Company is required to initially recognize the funded status of
a defined benefit post retirement plan and to provide the required disclosures
as of the end of the fiscal year ending after December 15,
2006.  The requirement to measure plan assets and benefit obligations
as of the date of the employer’s fiscal year end statement of financial position
is effective for fiscal years ending after December 15, 2008, or fiscal
2009 for the Company. Adoption of SFAS 158 is not expected to have a material
impact on the Company’s consolidated financial statements.
  F-11
  RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
   NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Recent
Accounting Pronouncements, continued
 
 In
September 2006, the Securities and Exchange Commission staff published
Staff Accounting Bulletin SAB No. 108 (SAB 108), Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements. SAB 108 addresses quantifying the financial statement effects
of misstatements, specifically, how the effects of prior years’ uncorrected
errors must be considered in quantifying misstatements in the current year
financial statements. SAB 108 is effective for fiscal years ending after
November 15, 2006. The Company adopted SAB 108 on February 1,
2007.  The adoption did not have a material impact on the Company’s
consolidated financial statements.
 
 In
February 2007, the FASB issued SFAS No. 159 (SFAS 159), The Fair Value Option for Financial
Assets and Financial Liabilities-including an amendment of
SFAS No. 115 (SFAS 115), Accounting for Certain Investments
in Debt and Equity Securities, which applies to all entities with
available-for-sale and trading securities. This statement permits entities to
choose to measure many financial instruments and certain other items at fair
value. The objective is to improve financial reporting by providing entities
with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. This statement is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provisions of FASB Statement No. 157, Fair Value Measurements. The
Company plans to adopt SFAS 159 effective February 1, 2008. The Company is in
the process of determining the effect, if any, that the adoption of SFAS 159
will have on their consolidated financial statements.
 
 In
June 2007, the EITF of the FASB reached a consensus on Issue No. 07-3,
Accounting for Nonrefundable
Advance Payments for Goods or Services Received for Use in Future Research and
Development Activities(EITF 07-3). EITF 07-3 requires that
non-refundable advance payments for goods or services that will be used or
rendered for future research and development activities must be deferred and
capitalized.  As the related goods are delivered or the services are
performed, or when the goods or services are no longer expected to be provided,
the deferred amounts must be recognized as an expense.  This issue is
effective for financial statements issued for fiscal years beginning after
December 15, 2007 and earlier application is not permitted. This consensus
is to be applied prospectively for new contracts entered into on or after the
effective date.  EITF 07-03 will be effective for the Company on
February 1, 2008.  The pronouncement is not expected to have a
material effect on our consolidated financial statements.
 
 In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations(SFAS
141(R)), which replaces SFAS 141, Business
Combinations.  SFAS 141(R) requires an acquirer to recognize
the assets acquired, the liabilities assumed, and any non-controlling interest
in the acquiree at the acquisition date, measured at their fair values as of
that date, with limited exceptions.  This statement also requires the
acquirer in a business combination achieved in stages to recognize the
identifiable assets and liabilities, as well as the non-controlling interest in
the acquiree, at the full amounts of their fair values. SFAS 141(R) makes
various other amendments to authoritative literature intended to provide
additional guidance or to confirm the guidance in that literature to that
provided in this statement. This statement applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2008.  SFAS 141(R) will be effective for the Company on February 1,
2009.  We do not expect the adoption of SFAS 141(R) to have a
significant impact on our consolidated financial statements.
  F-12
 
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
   NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Recent
Accounting Pronouncements, continued
 
 In
December 2007, the EITF of the FASB reached a consensus on Issue
No. 07-1, Accounting for
Collaborative Arrangements(EITF 07-1). The EITF concluded on the
definition of a collaborative arrangement and that revenues and costs incurred
with third parties in connection with collaborative arrangements would be
presented gross or net based on the criteria in EITF 99-19 and other accounting
literature.  Companies are also required to disclose the nature and
purpose of collaborative arrangements along with the accounting policies and the
classification and amounts of significant financial-statement amounts related to
the arrangements.  Activities in the arrangement conducted in a
separate legal entity should be accounted for under other accounting literature;
however, required disclosure under EITF 07-1 applies to the entire collaborative
agreement.  This issue is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years, and is to be applied retrospectively to all periods
presented for all collaborative arrangements existing as of the effective date.
EITF 07-1 will be effective for the Company on February 1, 2009.  We
do not expect the adoption of EITF 07-1 to have a significant impact on our
consolidated financial statements.
 
 In
December 2007, FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements(SFAS 160), which amends Accounting
Research Bulletin No. 51, Consolidated Financial
Statements, to improve the relevance, comparability, and transparency of
the financial information that a reporting entity provides in its consolidated
financial statements.  SFAS 160 establishes accounting and reporting
standards that require the ownership interests in subsidiaries not held by the
parent to be clearly identified, labeled and presented in the consolidated
statement of financial position within equity, but separate from the parent’s
equity.  This statement also requires the amount of consolidated net
income attributable to the parent and to the non-controlling interest to be
clearly identified and presented on the face of the consolidated statement of
income.  Changes in a parent’s ownership interest while the parent
retains its controlling financial interest must be accounted for consistently,
and when a subsidiary is deconsolidated, any retained non-controlling equity
investment in the former subsidiary must be initially measured at fair
value.  The gain or loss on the deconsolidation of the subsidiary is
measured using the fair value of any non-controlling equity
investment.  The statement also requires entities to provide
sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling
owners.  This statement applies prospectively to all entities that
prepare consolidated financial statements and applies prospectively for fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2008.  SFAS 160 will be effective for the Company on
February 1, 2009.  We do not expect the adoption of SFAS 160 to have a
significant impact on our consolidated financial statements.
  F-13
 
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
   NOTE
3 - GOING CONCERN
 
 These
consolidated financial statements have been prepared on a going concern basis,
which implies the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. The Company has not generated any
revenues since inception and has never paid any dividends and is unlikely to pay
dividends or generate earnings in the immediate or foreseeable future. The
continuation of the Company as a going concern is dependent upon the continued
financial support of its shareholders, the ability of the Company to obtain
necessary equity financing to continue operations, confirmation of the Company’s
interests in the underlying properties, and the attainment of profitable
operations. The Company’s ability to achieve and maintain profitability and
positive cash flows is dependent upon its ability to locate profitable mineral
properties, generate revenues from its mineral production and control production
costs. Based upon its current plans, the Company expects to incur operating
losses in future periods. At January 31, 2008, the Company had negative working
capital of $116,073 and accumulated losses of $289,572 since inception. These
factors raise substantial doubt regarding the Company’s ability to continue as a
going concern. There is no assurance that the Company will be able to generate
revenues in the future. These consolidated financial statements do not give any
effect to any adjustments that would be necessary should the Company be unable
to continue as a going concern and therefore be required to realize its assets
and discharge its liabilities in other than the normal course of business and at
amounts different from those reflected in the accompanying consolidated
financial statements.
  NOTE
4 – RELATED-PARTY TRANSACTIONS
  At
January 31, 2008 and 2007, the Company owed a company controlled by a director
$39,010 and $0, respectively. During the years ended January 31, 2008 and 2007,
the Company paid or accrued $54,345 in exploration fees to the same
company.
  At
January 31, 2008 and 2007, the Company owed its president $2,227 and $0 for
expenses the president paid on behalf of the Company.
  On
November 20, 2007, the Company entered into an agreement to acquire an option to
purchase the Farellon Alto Uno al Ocho mineral properties from a company
controlled by a shareholder.  (Notes 5 and 11)
  The
Company recognized donated rent at $250 per month and donated services provided
by the president of the Company at $500 per month until April 30, 2007. For the
years ended January 31, 2008 and 2007, the Company recognized $750 and $3,000
respectively in donated rent and $1,500 and $6,000 respectively in donated
services.
  On June
20, 2007 the president of the Company returned 24,500,000 restricted shares to
treasury for consideration of $1.  (Note 6)
  F-14
  RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
 
 NOTE
5 – UNPROVED MINERAL PROPERTIES
  Canadian
Unproved Mineral Properties
 
 The
Company entered into an agreement on November 15, 2005, whereby it acquired a
100% interest in three mineral claims, comprising an area of 413.3 hectares,
located in the Red Lake mining district in Ontario, Canada, for $9,000 in cash.
On November 20, 2007, the Company abandoned these claims.
 
 Chilean
Unproved Mineral Properties
 
 On
September 25, 2007, Polymet entered into an agreement to acquire by assignment
the option to purchase the Farellon Alto Uno al Ocho mineral properties located
in the Sierra Pan de Azucar, Province of Huasco, III Region of Atacama in Chile
from a related company.  Under the terms of the agreement we agreed to
pay $250,000 to a related company to exercise the option when the assignment
agreement was recorded with the registrar of the Registrar of
Mines.  Once the option is exercised, the Company can purchase the
mining property by paying $300,000 by May 4, 2008, and a royalty equal to 1.5%
of the net sales of minerals extracted from the property up to a total of
$600,000.  The royalty payments are due monthly once exploitation
begins, and are subject to minimum payments of $1,000 per month.  On
November 20, 2007, the assignment of the option on the mineral holdings was
recorded with the registrar in Chile.  On November 20, 2007, the
Company entered into an amendment to the September 25, 2007 agreement whereby
the option payment date was changed to April 30, 2008.  (Notes 4, 8
and11)
  NOTE
6 - COMMON STOCK
 On August
1, 2007, the Company issued 333,334 units at $0.30 per unit by way of a private
placement for cash of $100,000. Each unit compromises one common share and 1⁄2 of
one common share purchase warrant (a total of 166,667 common stock purchase
warrants).  Two warrants entitle the holder to purchase one common
share for $0.50. The warrants have a two-year term and will expire on August 1,
2009.  (Note 7)
  On June
20, 2007 the Company acquired  24,500,000 shares from the president
for consideration of $1.  Upon acquisition, these shares were
cancelled.  (Note 4)
  On June
19, 2007, the Company increased its authorized capital from 75,000,000 to
200,000,000 common shares with a par value of $0.001 per share.
  On June
15, 2007, the Company declared a 13 common share for every one common share,
forward stock split.   All share amounts were retroactively
adjusted for all periods presented.
  On
January 31, 2006, the Company issued 10,850,000 (post forward split) shares of
common stock at a price of $0.0035714 per share for proceeds of
$38,750.
  On
October 28, 2005, the Company issued 24,500,000 (post forward split) shares of
common stock at a price of $0.0007143 per share for proceeds of
$17,500.
  On
October 3, 2005, the Company issued 42,000,000 (post forward split) shares of
common stock to its president at the price of $0.00007143 per share for proceeds
of $3,000.
  For
subsequent issuances refer to Note 11.
  F-15
  RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
   NOTE
      7 – WARRANTS
  All of
Red Lakes’ warrants were issued in connection with the issuance of units (one
common share and 1⁄2 common share purchase warrant).  (Notes 6 and
11)
 
 During
the years ended January 31, 2008 and 2007, the following share purchase warrants
were granted:
 
 2008
                
                
                2007Balance
      at the beginning of the period
                
                
                -
                
                
                
                -Warrants
      granted
                
                
                166,667
                
                
                
                -Balance
      at the end of the period
                
                
                166,667
                
                
                
                -
  NOTE
8 - COMMITMENTS
 
 Our
commitments under the Farellon agreement are the only contractual obligations
that we had at January 31, 2008.  The following table contains
information regarding total contractual obligations and commitments as of
January 31, 2008.  (Notes 5 and 11)
 
 Future
      minimum payments
                
                Option
      payment
                
                
                Partial
      purchase payment
                
                
                Royalty
      payments*2009
                
                $
                250,000
                
                
                $
                300,000
                
                
                $
                8,0002010
                
                
                -
                
                
                
                -
                
                
                
                12,0002011
                
                
                -
                
                
                
                -
                
                
                
                12,0002012
                
                
                -
                
                
                
                -
                
                
                
                12,0002013
                
                
                -
                
                
                
                -
                
                
                
                12,000After
      2013
                
                
                -
                
                
                
                -
                
                
                
                544,000Total
      future minimum payments
                
                $
                250,000
                
                
                $
                300,000
                
                
                $
                600,000
 *
Assuming the Company commences exploitation in June of 2008 (Note
5)
 
 NOTE
9 – ACQUISITION OF BUSINESS
  The
Company formed and acquired Polymet on August 21, 2007 and accounted for the
acquisition by the purchase method of accounting.  Polymet did not
have any net assets or operations on the date of acquisition.  The
Company paid US$1,895 to acquire a 99% interest in Polymet.
  Pro-forma
operating results for the Company, assuming the acquisition of Polymet occurred
on January 31, 2007, have not been provided because Polymet was not formed at
January 31, 2007 and there would be no material difference in the financial
information presented.
  F-16
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
   NOTE
10 – INCOME TAXES
  Income
tax expense has not been recognized for the years ended January 31, 2008 and
2007 and no taxes were payable at January 31, 2008 or 2007, because the Company
has incurred losses since its inception. Red Lake is subject to United
States federal and state taxes and Polymet is subject to federal taxes in
Chile.
  The
components of the Company’s net operating losses for the years ended January 31,
2008 and 2007, were:
  2008
                
                
                2007United
      States
                
                $
                (175,050
                )
                
                $
                (14,932
                )-Chile
                
                
                -
                
                
                
                -$
                (175,050
                )
                
                $
                (14,932
                )
  At
January 31, 2008 and 2007, the Company had the following deferred tax assets
that primarily relate to net operating losses.  The Company established a
100% valuation allowance, as management believes it is more likely than not that
the deferred tax assets will not be realized.
  2008
                
                
                2007Federal loss
      carryforwards (effective
      rate 34%)
                
                $
                64,998
                
                
                $
                5,481Foreign
      loss carryforwards
                
                
                -
                
                
                
                -64,998
                
                
                
                5,481Less:
      valuation allowance
                
                
                (64,998
                )
                
                
                (5,481
                )$
                ---
                
                
                $
                ---
  The
Company’s valuation allowance increased during 2008 and 2007 by $59,517 and
$5,077, respectively.
  The
Company had the following net operating loss carryforwards (NOLs)
at January 31:
  2008
                
                
                2007United
      States of America
                
                $
                191,170
                
                
                $
                16,120Chile
                
                
                -
                
                
                
                -$
                191,170
                
                
                $
                16,120
  The
federal NOLs expire through January 31, 2028.  The Company is a Nevada
corporation and is not subject to state taxes.
  F-17
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
   NOTE
11 – SUBSEQUENT EVENTS
  Unproved
Chilean Mineral Properties
  Farellon
Alto Uno al Ocho Mineral Properties
  On April
25, 2008, we exercised the option to acquire the option to purchase the Farellon
Alto Uno al Ocho mining holdings by paying $250,000 to the
optionor.  (Notes 4, 5 and 8)
 
 On April
25, 2008, in accordance with the terms of the option to purchase the Farellon
Alto Uno al Ocho mineral properties, as required, we paid $300,000 to the owner
of the Farellon Alto Uno al Ocho mineral properties.  (Notes 5 and
8)
  Camila
Mineral Properties
  On
February 1, 2008, Polymet entered into an option agreement with a related
company to acquire mining concession whereby Polymet agreed to acquire an option
to purchase the Camila, Camila Dos, Camila Tres and Camila Cuatro mineral
properties, located in Quebrada Jilguero, Commune of Vallenar, Province of
Huasco, III Region of Atacama in Chile.  Under the terms of the
agreement, we paid $5,000 on February 1, 2008 and have agreed to pay $50,000 on
or before May 23, 2008 and $50,000 on or before November 21, 2008 to exercise
the option.  Once the option is exercised with the optionor, we are
required to pay $50,000 on or before December 7, 2008 and $100,000 on or before
June 7, 2009 to the owners of the property to exercise the property purchase
option.  Once the option with the property owners is exercised, the
Company can purchase the mining property by paying $200,000 to the owners on or
before December 7, 2009 and a royalty equal to 6% of the net sale of minerals
extracted from the property up to a total of $1,000,000.  To complete
the acquisition of the mineral properties, the full $1,000,000 or unpaid portion
is due and payable by December 7, 2011. The assignment of the option from the
related company to Polymet still has to be legalized in Chile and recorded in
the register of the Registrar of Mines. (Notes 5 and 8)
  Santa
Rosa Mineral Properties
  On
February 1, 2008, Polymet entered into an option agreement with a related
company to acquire mining concessions whereby Polymet agreed to acquire an
option to purchase the Santa Rosa Uno Al Seis and Porfiada Uno Al Diez mining
properties, located in Sierra Cordon El Tomate, Quebrada de Agua Grande, Commune
of Freirina, Province of Huasco, III Region of Atacama in
Chile.  Under the terms of the agreement we paid $9,500 on February 1,
2008, and have agreed to pay $8,500 per month from March 5, 2008 to July 5, 2008
and $50,000 on or before August 5, 2008 to exercise the option.  Once
the option is exercised with optionor, we are required to pay $7,500 per month
from August 20, 2008 to August 20, 2009 and $10,000 per month from September 20,
2009 to June 20, 2011 to the owner of the property to exercise the property
purchase option.  Once the option with the property owners is
exercised, the Company will owe the owners of the property a royalty equal to
1.5% of the net sale of minerals extracted from the property to a total of
$600,000, subject to a minimum monthly payment of $1,000 once exploitation
begins until the total purchase price of $600,000 is reached.  The
optionor has the right to extract minerals from the property until August 5,
2008, and must pay the Company a royalty equal to 5% of the net proceeds it
receives from the processor.  The assignment of the option from the
related company to Polymet has been legalized in Chile and sent to the Registrar
of Mines for recording. (Notes 5 and 8)
  During
April 2008, the Company received approximately $3,000 in royalties from the
optionor from minerals extracted, in respect of the 5% royalty.
  F-18
  RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
   NOTE
11 – SUBSEQUENT EVENTS, continued
  Unproved
Chilean Mineral Properties, continued
  Drilling
Contract
 
 On March
5, 2008, we entered into a diamond-drilling contract with a Chilean drilling
company, whereby the Chilean drilling company has agreed to conduct exploration
work on the Camila and Santa Rosa mineral properties. Under the terms of the
contract the Company has agreed to pay $386,145 (169,400,000 Chilean pesos) and
the drilling company has agreed to complete an exploration program by June 27,
2008.  On March 18, 2008, we advanced $30,000 (12,855,000 Chilean
pesos) to the exploration company, to be applied against the total cost of the
contract.  On April 15, 2008, the drilling contract was legalized in
Chile.  (Notes 5 and 8)
 
 Private
Placements
  On April
21, 2008, the Company received subscriptions from four subscribers for a total
of 4,000,000 units at $0.25 per unit by way of a private placement for cash of
$1,000,000.  Each unit consists of one share of common stock and one
common stock purchase warrant entitling the holder to purchase one share of
common stock for $0.35.  The warrants have a term of two years and
will expire on April 21, 2010.  (Notes 6 and 7)
 F-19
  Item
8.     Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
 
 On April
17, 2008, our board of directors approved a change in our independent registered
public accounting firm.  None of the reports of Manning Elliott LLP on
our financial statements for the past two years contained any adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles. Although audited statements prepared by Manning
Elliott LLP contained a going concern qualification, the financial statements
did not contain any adjustments for uncertainties stated in them, nor have we
had, at any time, disagreements with Manning Elliott LLP on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.
 
 On April
17, 2008, we engaged the accounting firm of Mendoza Berger & Company,
L.L.P., in Irvine, California, to serve as our independent accountants and audit
our consolidated financial statements beginning with the period ended January
31, 2008.  We did not consult with Mendoza Berger & Company,
L.L.P. regarding the application of accounting principles to a specific
transaction or the type of audit opinion that might be rendered on our
consolidated financial statements or on any other matter before we engaged them
as our independent auditors.
 
 Item
8A.  Controls and Procedures
  Evaluation on
controls and procedures
  We
carried out an evaluation, under the supervision and with the participation of
our management, including our president and our chief financial officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this report.  We
undertook our evaluation in consultation with our accounting
personnel.  Based on that evaluation, the president and the chief
financial officer concluded that, as of the evaluation date, our disclosure
controls and procedures are effective to ensure that information that we must
disclose in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms.
  Item 8A(T). 
Controls and Procedures
 (a)
Management's report on internal control over financial reporting
  Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting to provide reasonable assurance regarding the reliability of
our financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles.  Internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions and
dispositions of our assets, (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in
accordancewith generally accepted accounting principles, and that our
receipts and expenditures are being made only in accordance with authorizations
of our management and directors, and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or
disposition of our assets that could have a material effect on the financial
statements.
 
 Management
assessed our internal control over financial reporting as of the end of our
fiscal year.  Management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission.  Management's
assessment included the evaluation of such elements as the design and operating
effectiveness of key financial reporting controls, process documentation,
accounting policies, and our overall control environment.
 
 Based on
our assessment, management has concluded that our internal control over
financial reporting was effective as of the end of the fiscal year to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external reporting purposes in
accordance with generally accepted accounting principles.
  27
 This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management’s report in
this report.
  (b)
Changes in internal control over financial reporting
  We did
not make any changes in our internal control over financial reporting during the
fourth quarter of the 2008 fiscal year that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
 Item
8B.  Other Information
 
 During
the fourth quarter of the fiscal year covered by this annual report on Form
10-KSB, we reported all information that we are required to disclose in a report
on Form 8-K.
 
 PART
III
 
 Item
9.     Directors, Executive Officers, Promoters, Control
Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange
Act
 
 We have
two directors and executive officers.  Each director holds office
until the next annual meeting of the stockholders, a successor has been elected
and qualified, or the director resigns.  In Chile, Polymet has one
legal representative, which is similar to a director, and a manager, which is
similar to a president.
 
 Our
directors and their executive offices are described in Table
5.
  Table
      5: Directors and OfficersName
              Age
              PositionCaitlin
      Jeffs
              32
              Director,
      president, chief executive officer, chief financial officer, treasurer and
      corporate secretaryMichael
      Thompson
              38
              Director,
      vice-president of explorationKevin
      Mitchell
              47
              Legal
      representative, manager, Minera Polymet
Limitada
 
 During
the past five years, none of our officers or directors has
  ·
              been
      convicted in a criminal proceeding and is not subject to a pending
      criminal proceeding,
 ·
              been
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities, futures, commodities or
      banking activities,
 ·
              been
      found by a court of competent jurisdiction (in a civil action), the
      Securities and Exchange Commission or the Commodity Futures Trading
      Commission to have violated a federal or state securities or commodities
      law, and the judgment has not been reversed, suspended, or vacated,
      or
 ·
              had
      any bankruptcy petition filed by or against any business of which he was a
      general partner or executive officer, either at the time of the bankruptcy
      or within two years prior to that
time.
 
 Biographical
Information
 
 Caitlin Jeffs, P.
Geo.  Ms. Jeffshas been a director
since October 2007 and our president, CEO and CFO since April 21,
2008.  Ms. Jeffs has been a geologist since 2002.  Ms. Jeffs
graduated from the University of British Columbia in 2002 with an honours
bachelor of science in geology.  She is a professional geologist on
the register of the Association of Professional Geoscientists of
Ontario.  She worked for Placer Dome (CLA) Ltd. in Canada from
February 2003 until May 2006.  She has been a self-employed consulting
geologist since May 2006.  She is an owner and the general manager of
Fladgate Exploration Consulting Corporation in Ontario, Canada.
  28
 
 Michael Thompson, P. Geo. Mr.
Thompson has been a director since October 2007 and our vice-president of
exploration since April 2008.  Mr. Thompson graduated from the
University of Toronto in 1997 with an honours bachelor
of science in geology.  He is a professional geologist on the register
of the Association of Professional Geoscientists of Ontario.  He
worked in Canada for Teck Cominco Limited from 1999 until 2002 and Placer Dome
(CLA) Ltd. from January 2003 until May 2006.  He has been a
self-employed consulting geologist since May 2006.  He is an owner and
the president of Fladgate Exploration Consulting Corporation in Ontario,
Canada.
 
 Kevin Mitchell.  Mr.
Mitchell has been the legal representative and manager of Minera Polymet
Limitada since it was formed in July 2007.  He is a Canadian who has
lived in Chile for more than twenty years.  He has owned and operated
a heavy equipment company for all of that time, mainly servicing the mining
industry. Since 2007 he has been the legal representative and manager of Minera
Farellón Limitada, a Chilean company that investigates potential projects,
conducts due diligence reviews, and provides logistical support.
 
 Significant
Employees
 
 We have
no significant employees other than Caitlin Jeffs and Michael Thompson, who are
the directors and officers of Red Lake, and Kevin Mitchell, who is Polymet’s
legal representative and manager in Chile.
 
 Family
Relationships
 
 There are
no family relationships among the directors, executive officers or persons whom
we have chosen or nominated to be directors or executive officers, with the
exception that Caitlin Jeffs and Michael Thompson live at the same address as a
family.
 
 Compliance
with Section 16(a) of the Exchange Act
 
 We have
filed all reports with the SEC on a timely basis and are not aware of any
failures to file a required report during the period covered by this annual
report, except that neither John Di Cicco, Caitlin Jeffs, and Michael Thompson
filed a Form 5 or informed us in writing that a Form 5 was not
required.
 
 Nomination
Procedure for Directors
 
 We have
no procedure for shareholders to recommend nominees to our board of
directors.
 
 Audit
Committee Financial Expert
 
 We do not
have a financial expert.  We have retained the services of an
experienced accounting and administrative firm which performs our accounting
functions and advises us on financial matters.
 
 Audit
Committee
 
 We do not
have an audit committee.  Our directors, neither of whom meets the
independence requirements for an audit committee member, perform this
function.  They are responsible for selecting and overseeing our
independent accountants, establishing procedures for receiving and treating
complaints regarding accounting, internal controls and auditing matters,
establishing procedures for our employees to express their concerns about
accounting and auditing matters, and engaging outside advisors.
 
 As of
January 31, 2008, we did not have a written audit committee charter or similar
document.
 
 Code
of Ethics
 
 We
adopted a code of ethics that applies to all of our directors, executive
officers and employees.  We have filed it as described in Exhibit
14–Financial Code of Ethics and will send a copy of it to any person on request
free of charge.  Your requests should be in writing and addressed to
Ms. Caitlin Jeffs and mailed to 195 Park Avenue, Thunder Bay ON P7B 1B9 or
emailed to info@redlakeexploration.com.  We
believe that our code of ethics is reasonably
designed to deter wrongdoing and promote honest and ethical conduct; provide
full, fair, accurate, timely and understandable disclosure in public reports;
comply with applicable laws; ensure prompt internal reporting of code
violations; and provide accountability for adherence to the code.
  29
 
 Item
10.  Executive Compensation
 
 We paid
compensation to our named executive officers during the 2007 and 2008 fiscal
years as set out in Table 6.
  Table
      6: Summary Compensation TableName
      and principal position
              Year
              All
      other compensation
                ($)
              Total
                ($)(a)
              (b)
              (i)
              (j)Caitlin
      Jeffs
                CEO,
      CFO, Apr 2008–present
              2007
                2008
              –
                $54,345
      (1)
              –
                $54,345Michael
      Thompson
                VP–Exploration,
      Apr 2008–present
              2007
                2008
              –
                $54,345(1)
              –
                $54,345Kevin
      Mitchell
                Manager,
      Minera Polymet Limitada
                July
      2007–present
              2007
                2008
              –
                –
              –
                –John
      Di Cicco
                CEO,
      CFO, Jan 2005 – Apr 2008
              2007
                2008
              $9,000(2)
                $2,250(2)
              –
                –(1) 
      Paid to a company controlled by Caitlin Jeffs and Michael Thompson for
      geological consulting services.
                (2) 
      Donated rent and services.
 
 Since our
inception on January 10, 2005, we have paid no other compensation to our
executive officers.We have no employment
agreements with any of our executive officers, nor have we issued any options or
other equity-based awards to our executive officers.  We have a new
president as of April 21, 2008.  We are negotiating a compensation
plan for her services as our president.  We have agreed to pay our
legal representative and manager in Chile $2,000 per month for his services, but
have not finalized or formalized this agreement in writing.
 
 We have
no other agreements with any named executive officer, and no employment
agreements or other compensation plans or arrangements with any named executive
officer for specific compensation on the resignation, retirement, other
termination of employment, or from a change of control or in a named executive
officer’s responsibilities following a change in control.
 
 We have
not granted any stock options, stock appreciation rights, or long-term incentive
plans.
 
 We have
no arrangements to compensate any of our directors for their services as
directors.
 
 Item
11.  Security Ownership of Certain Beneficial Holders and
Management
 
 Table 7
shows the beneficial ownership, on April 28, 2008, of shares of our common stock
held by all five-percent shareholders, executive officers and
directors.
 
 Beneficial
ownership is determined under the rules of the Securities and Exchange
Commission and generally includes voting or investment power over
securities.  Except in cases where community property laws apply or as
indicated in the footnotes to this table, we believe that each shareholder
identified in the table possesses sole voting and investment power over all
shares of common stock shown as beneficially owned by the
shareholder.
  30
  Shares of
common stock subject to options or warrants that are currently exercisable or
exercisable within 60 days of April 28, 2008 are considered outstanding and
beneficially owned by the person holding the options for the purpose of
computing the percentage ownership of that person but are not treated as
outstanding for the purpose of computing the percentage ownership of any other
person.
 
  Table 7: Beneficial
      OwnershipBeneficial
      Ownership
              PercentageofName
      and Address of Beneficial Owner
              Number
              Nature
              Class*Directors
      and Executive OfficersCaitlin
      Jeffs
                195
      Park Avenue
                Thunder
      Bay ON P7B 1B9
              2,520,000
              Direct
              4.41Michael
      Thompson
                195
      Park Avenue
                Thunder
      Bay ON P7B 1B9
              40,000
              Direct
              .14(1)Kevin
      Mitchell
                Baldomero
      Lillo 3260
                Vallenar,
      Huasco
                III
      Region, Chile
              7,500,010
              Direct
              13.12Directors
      and executive officers as a group
              10,060,010
              
              17.67Five-percent
      ShareholdersKevin
      Mitchell
                Baldomero
      Lillo 3260
                Vallenar,
      Huasco
                III
      Region, Chile
              7,500,010
              Direct
              13.12Laboa
      Holdings Inc.
                Suite
      1-A, #5
                Calle
      Eusebio A. Morales
                El
      Cangrejo, Panama City, Panama
              7,500,010
              Direct
              13.12Five-percent
      shareholders as a group
              15,000,020
              
              26.24
 (1)
              Includes
      40,000 shares of common stock issuable on the exercise of
    warrants.*
              Based on
      57,183,334 shares of common stock issued and outstanding on April 28,
      2008.
  Changes
in Control
 
 We are
not aware of any arrangement that could result in a change in control of Red
Lake.
  31
  Item
12.  Certain Relationships and Related Transactions, and Director
Independence
 
 Transactions
with Related Persons
 
 Since the
beginning of our last fiscal year, none of our directors, executive officers,
security holders, or nor any member of their immediate families has had any
direct or indirect material interest in any transaction or proposed transaction
in which we were or intend to be a participant that exceeded the lesser of
$120,000 and one percent of the average of our total assets at year-end for the
last three completed fiscal years, except for the following:
 
 Declaration
of Trust
 
 On
November 15, 2005, we acquired three mineral claims in Ontario from Ridgestake
Resources Inc.  The mineral claims were registered in the name of our
former president, John Di Cicco.  Mr. Di Cicco agreed in writing to
hold the mineral claims in trust for us.  We completed phase one of
our mineral exploration program on these claims, were not encouraged by the
results, and let the claims lapse on November 27, 2007.  Mr. Di
Cicco’s trust obligations ended with the lapse.
 
 Donated
Services and Rent
 
 John Di
Cicco, our former director and officer, donated services and rent to us, which
we recognized in our financial statements.  During the fiscal years
ended January 31, 2008 and 2007, we recognized $2,250 and $9,000 respectively
for donated services and rent.
 
 Geological
Services
 
 We have
contracted with Fladgate Exploration Consulting Corporation, a firm of
geologists in Ontario, Canada, controlled by our directors, Michael Thompson and
Caitlin Jeffs.  During the fiscal year ended January 31, 2008, we paid
$54,345 to Fladgate for geological services and $13,158 to reimburse Fladgate
for out-of-pocket expenses.
 
 Property
Acquisitions
 
 We have
acquired interests in three properties in Chile through agreements with Minera
Farellón Limitada, a Chilean company controlled by Kevin Mitchell, a shareholder
of the company and the legal representative of our Chilean
subsidiary.
 
 Promoters
and control persons
 
 During
the past five fiscal years, John Di Cicco has been the only promoter of our
business, but has received nothing of value from us and is not entitled to
receive anything of value from us for his services as a promoter of our
business.  Mr. Di Cicco resigned on April 21, 2008.
 
 Director
independence
 
 Pursuant
to Item 407(a)(1)(ii) of Regulation S-K of the Securities Act, our board adopted
the definition of “independent director” found in Rule 4200(a)(15) of the NASDAQ
Manual.  In summary, an independent director means a person other than
an executive officer or employee or any other individual having a relationship
which, in the opinion of our directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director, and
includes any director who accepts compensation from us exceeding $200,000 during
any period of 12 consecutive months within the three past fiscal
years.  Owning shares of our common stock does not preclude a director
from being independent.  In applying this definition, our directors,
who are both executive officers, determined that neither of them qualifies as an
independent director.
  32
  Our board
adopted and applied the same definition of independent director to the members
of our audit committee.  In applying this definition, our directors,
who are both on the audit committee, determined that neither of them qualifies
as an independent director for purposes of Section 10A(m)(3) of the Securities
Exchange Act.
 
 As of the
date of this report, we do not have a separately designated compensation or
nominating committee.
 
 Item
13.  Exhibits
 
 Index
to and Description of Exhibits
 
 Exhibit
              Description
              Status*3.1
              Articles
      of Incorporation filed as an exhibit to our registration statement on Form
      SB-2 filed on May 22, 2006
              Filed3.2
              By-laws
      filed as an exhibit to our registration statement on Form SB-2 filed on
      May 22, 2006
              Filed10.1
              Property
      Agreement dated November 15, 2005 between Ridgestake Resources Inc. and
      Red Lake Exploration, Inc. filed as an exhibit to our registration
      statement on Form SB-2 filed on May 22, 2006
              Filed10.2
              Declaration
      of Trust dated January 13, 2006 filed as an exhibit to our registration
      statement on Form SB-2 filed on May 22, 2006
              Filed10.3
              Agreement
      to assign contract for the option to purchase mining holdings dated
      September 25, 2007 between Minera Farellón Limitada and Minera Polymet
      Limitada, filed as an exhibit to our current report on Form 8-K filed on
      October 2, 2007
              Filed10.4
              Contract
      for the option to purchase mining holdings dated May 2, 2007 between
      Compañia Minera Romelio Alday Limitada and Minera Farellón Limitada, filed
      as an exhibit to our current report on Form 8-K filed on October 2,
      2007
              Filed10.5
              Amendment
      number 1 to Agreement to assign contract for the option to purchase mining
      holdings dated November 20, 2007, filed as an exhibit to our current
      report on Form 8-K filed on May 1, 2008
              Filed10.6
              Santa
      Rosa option agreement to acquire mining concession dated February 1, 2008
      between Minera Farellón Limitada and Minera Polymet
    Limitada
              Included10.7
              Contract
      for the option to purchase mining holdings dated September 10, 2007
      between Antolin Amadeo Crespo Garcia and Minera Farellón
      Limitada
              Included10.8
              Camila
      option agreement to acquire mining concession dated February 1, 2008
      between Minera Farellón Limitada and Minera Polymet
    Limitada
              Included10.9
              Contract
      for the option to purchase mining holdings dated December 7, 2007 between
      Ingenieria De Proyectos, Desarrollo, Estudios y Servicios H.I.T. Limitada
      and Minera Farellón Limitada
              Included14
              Financial
      Code of Ethics filed as an exhibit to our registration statement on Form
      SB-2 filed on May 5, 2006
              Filed21
              List
      of significant subsidiaries of Red Lake Exploration, Inc.
              Included31
              Certifications
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
              Included32
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002
              Included*All
      filed exhibits are incorporated by reference in this annual
      report.
 
 33
 
 Item
14.   Principal Accounting Fees and Services
 
 Table 8
lists the fees that our auditors charged us during our fiscal years ended
January 31, 2008 and January 31, 2007 for (i) services rendered for the audit of
our annual financial statements and the review of our quarterly financial
statements, (ii) services that were reasonably related to the performance of the
audit or review of our financial statements and are not reported as audit fees,
(iii) services rendered in connection with tax compliance, tax advice and tax
planning, and (iv) all other fees for services rendered.
  Table
      8: Auditors’ FeesJanuary
      312008
              
              
              2007
              
              
              2008
              
              
              2007Fees
              
              Manning
      ElliottL.L.P.
              
              
              Mendoza
      Berger & Company, L.L.PAudit
      fees
              
              $
              11,270
              
              
              $
              8,450
              
              
              $
              -
              
              
              $
              –Audit-related
      fees
              
              
              –
              
              
              
              –
              
              
              
              -
              
              
              
              –Tax-related
      fees
              
              
              –
              
              
              
              –
              
              
              
              -
              
              
              
              –All
      other fees
              
              
              –
              
              
              
              –
              
              
              
              -
              
              
              
              –Total
      fees
              
              $
              11,270
              
              
              $
              8,450
              
              
              $
              -
              
              
              $
              –
  34
  SIGNATURES
 
 In
accordance with the requirements of the Securities Exchange Act of 1934, Red
Lake Exploration, Inc. has caused this report to be signed on its behalf by the
undersigned duly authorized person.
  RED LAKE
      EXPLORATION, INC.Date:
      May 12, 2008
                By:
                /s/ Caitlin
      JeffsCaitlin Jeffs
                  President, Chief Financial
      Officer
  Pursuant
to the requirements of the Securities Exchange Act of 1934, the following
persons signed this report on behalf of Red Lake Exploration, Inc. and in the
capacities below on May 12, 2008.
  Signature
and Title
  /s/ Caitlin
      JeffsCaitlin Jeffs
                  Director,
      President, Chief Financial Officer, Secretary
  /s/ Michael
      ThompsonMichael Thompson
                    Director








35