UNITED
STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM
10-QSB

(X)	QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For
the quarterly period ended October 31, 2006

(   )	TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT

For
the transition period from ______________ to ______________

Commission
File Number 000-52056

OPES
EXPLORATION INC.

(Name
of small business issuer in its charter)

|NEVADA(State
				of incorporation or organization) | 00-0000000(IRS
				Identification No.)
|-------------------------------------------------- | --------------------------------------

8731
Cambie RoadRichmond, British ColumbiaCanada, V6X 1K2(Address
of principal executive offices)

(778)
552-4267(Issuer’s telephone number)

N/A(Issuer’s
former address)

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

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

5,335,000
shares of issuer’s common stock, $0.001 par value, were
outstanding at December 12, 2006.  Issuer has no other class of
common equity.

Transitional
Small Business Disclosure Format (Check One)				Yes
	NoX

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PART
I.  FINANCIAL INFORMATION

Opes
Exploration Inc.(An Exploration Stage Company)

October
31, 2006

|                                      | Index
|------------------------------------- | -----
|Balance
				Sheets                    | F–1  
|Statements
				of Operations          | F–2  
|Statements
				of Cash Flows          | F–3  
|Notes
				to the Financial Statements | F–4  



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Opes
Exploration Inc.(An Exploration Stage Company)Balance
Sheets(Expressed in US Dollars)(Unaudited)

|                                                                                                       | October
					31,2006$ |  | January
					31,2006$
|------------------------------------------------------------------------------------------------------ | --------------------- |  | ---------------------
|ASSETS                                                                                                 |                       |  |                      
|Current
					Assets                                                                                    |                       |  |                      
|Cash                                                                                                   | 33,529                |  | 51,803               
|Total
					Assets                                                                                      | 33,529                |  | 51,803               
|                                                                                                       |                       |  |                      
|LIABILITIES
					AND STOCKHOLDERS’ EQUITY                                                              |                       |  |                      
|Current
					Liabilities                                                                               |                       |  |                      
|Accounts
					payable and accrued liabilities                                                          | 1,366                 |  | 5,500                
|Due
					to related parties                                                                            | 79                    |  | −                    
|Total
					Liabilities                                                                                 | 1,445                 |  | 5,500                
|Contingencies
					(Note 1)                                                                            |                       |  |                      
|Stockholders’
					Equity                                                                              |                       |  |                      
|Common
					Stock, 75,000,000 shares authorized, $0.001 par value5,335,000
					issued and outstanding | 5,335                 |  | 5,335                
|Additional
					Paid-In Capital                                                                        | 47,415                |  | 47,415               
|Donated
					Capital (Note 3)                                                                          | 9,000                 |  | 2,250                
|Deficit
					Accumulated During the Exploration Stage                                                  | (29,666)              |  | (8,697)              
|Total
					Stockholders’ Equity                                                                        | 32,084                |  | 46,303               
|Total
					Liabilities and Stockholders’ Equity                                                        | 33,529                |  | 51,803               

(The accompanying notes are an integral part of these financial statements.)
F-1

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Opes
Exploration Inc.(An Exploration Stage Company)Statements of
Operations(Expressed in US Dollars)(Unaudited)

|                                            | Accumulated
					fromNovember 14, 2005(Date of Inception)To October
					31,2006$ | For
					the ThreeMonths EndedOctober 31,2006$ | For
					the NineMonths EndedOctober 31,2006$ | For
					the periodNovember 14, 2005(Date of Inception)to
					January 31,2006$
|------------------------------------------- | --------------------------------------------------------------------------------- | ---------------------------------------------- | --------------------------------------------- | -------------------------------------------------------------------------------
|Revenue                                     | −                                                                                 | −                                              | −                                             | −                                                                              
|                                            |                                                                                   |                                                |                                               |                                                                                
|Expenses                                    |                                                                                   |                                                |                                               |                                                                                
|Donated
					services and expenses (Note 3) | 9,000                                                                             | 2,250                                          | 6,750                                         | 2,250                                                                          
|General
					and administrative             | 3,206                                                                             | 1,850                                          | 2,548                                         | 658                                                                            
|Impairment
					of mineral property         | 289                                                                               | −                                              | −                                             | 289                                                                            
|Mineral
					property costs                 | 621                                                                               | −                                              | 621                                           | −                                                                              
|Professional
					fees                      | 16,550                                                                            | 2,150                                          | 11,050                                        | 5,500                                                                          
|Total
					Expenses                         | 29,666                                                                            | 6,250                                          | 20,969                                        | 8,697                                                                          
|Net
					Loss                               | (29,666)                                                                          | (6,250)                                        | (20,969)                                      | (8,697)                                                                        
|Net
					Loss Per Share – Basic and Diluted |                                                                                   | −                                              | −                                             | −                                                                              
|Weighted
					Average Shares Outstanding    |                                                                                   | 5,335,000                                      | 5,335,000                                     | 2,526,000                                                                      

(The accompanying notes are an integral part of these financial statements.)
F-2

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Opes
Exploration Inc.(An Exploration Stage Company)Statements of
Cash Flows(Expressed in US Dollars)(Unaudited)

|                                                                             |  | For
					the NineMonths EndedOctober 31,2006$ | For
					the periodNovember 14, 2005(Date of Inception)to
					January 31,2006$
|---------------------------------------------------------------------------- |  | --------------------------------------------- | -------------------------------------------------------------------------------
|Operating
					Activities                                                    |  |                                               |                                                                                
|Net
					loss                                                                |  | (20,969)                                      | (8,697)                                                                        
|Adjustments
					to reconcile net loss to cash used in operating activities: |  |                                               |                                                                                
|Donated
					services and expenses                                           |  | 6,750                                         | 2,250                                                                          
|Impairment
					of mineral property                                          |  | −                                             | 289                                                                            
|Change
					in operating assets and liabilities:                             |  |                                               |                                                                                
|Accounts
					payable and accrued liabilities                                |  | (4,134)                                       | 5,500                                                                          
|Due
					to related parties                                                  |  | 79                                            | −                                                                              
|Net
					Cash Used In Operating Activities                                   |  | (18,274)                                      | (658)                                                                          
|Investing
					Activities                                                    |  |                                               |                                                                                
|Mineral
					property costs                                                  |  | −                                             | (289)                                                                          
|Net
					Cash Used In Investing Activities                                   |  | −                                             | (289)                                                                          
|Financing
					Activities                                                    |  |                                               |                                                                                
|Proceeds
					from issuance of common stock                                  |  | −                                             | 52,750                                                                         
|Net
					Cash Provided By Financing Activities                               |  | −                                             | 52,750                                                                         
|Increase
					(decrease) in Cash                                             |  | (18,274)                                      | 51,803                                                                         
|Cash
					- Beginning of Period                                              |  | 51,803                                        | −                                                                              
|Cash
					- End of Period                                                    |  | 33,529                                        | 51,803                                                                         
|                                                                             |  |                                               |                                                                                
|Supplemental
					Disclosures                                                |  |                                               |                                                                                
|Interest
					paid                                                           |  | −                                             | −                                                                              
|Income
					taxes paid                                                       |  | −                                             | −                                                                              

(The accompanying notes are an integral part of these financial statements.)
F-3

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Opes Exploration Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
October 31, 2006
(Expressed in U.S. Dollars)
(Unaudited)

1. Exploration
	Stage Company

	The
	Company was incorporated in the State of Nevada on November 14, 2005.
	The Company is an Exploration Stage Company, as defined by Statement
	of Financial Accounting Standard (“SFAS”) No.7
	“Accounting and Reporting by Development Stage Enterprises”.
	The Company’s principal business is the acquisition and
	exploration of mineral resources. The Company has not presently
	determined whether its properties contain mineral reserves that are
	economically recoverable.
	These
	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 generated 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 from 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. As at
	October 31, 2006, the Company has accumulated losses of $29,666 since
	inception. These factors raise substantial doubt regarding the
	Company’s ability to continue as a going concern. These
	financial statements do not include any adjustments to the
	recoverability and classification of recorded asset amounts and
	classification of liabilities that might be necessary should the
	Company be unable to continue as a going concern.
	The
	Company filed an SB-2 Registration Statement with the United States
	Securities and Exchange Commission that was declared effective on
	June 14, 2006 to register 2,335,000 shares of common stock for resale
	by existing shareholders of the Company at $0.05 per share until the
	shares are quoted on the OTC Bulletin Board, and thereafter at
	prevailing market prices. The Company did not receive any proceeds
	from the resale of shares of common stock by the selling
	stockholders.

1. Summary
	of Significant Accounting Policies

Basis
		of Presentation

		These
		financial statements and related notes are presented in accordance
		with accounting principles generally accepted in the United States,
		and are expressed in US dollars.  The Company’s fiscal year-end
		is January 31. Interim
		Financial Statements

		These
		interim unaudited financial statements for the periods ended October
		31, 2006 have been prepared on the same basis as the annual financial
		statements and in the opinion of management, reflect all adjustments,
		which include only normal recurring adjustments, necessary to present
		fairly the Company’s financial position, results of operations
		and cash flows for the periods shown. The results of operations for
		such periods are not necessarily indicative of the results expected
		for a full year or for any future period. Use
		of Estimates

		The
		preparation of financial statements in conformity with U.S. generally
		accepted accounting principles requires management to make estimates
		and assumptions that affect the reported amounts of assets and
		liabilities and disclosure of contingent assets and liabilities at
		the date of the financial statements and the reported amounts of
		revenues and expenses during the reporting period. Actual results
		could differ from those estimates. Basic
		and Diluted Net Income (Loss) Per Share

		The
		Company computes net income (loss) per share in accordance with SFAS
		No. 128, "Earnings per Share". SFAS No. 128 requires
		presentation of both basic and diluted earnings per share (EPS) on
		the face of the income statement. Basic EPS is computed by dividing
		net income (loss) available to common shareholders (numerator) by the
		weighted average number of shares outstanding (denominator) during
		the period. Diluted EPS gives effect to all dilutive potential common
		shares outstanding during the period using the treasury stock method
		and convertible preferred stock using the if-converted method. In
		computing Diluted EPS, the average stock price for the period is used
		in determining the number of shares assumed to be purchased from the
		exercise of stock options or warrants. Diluted EPS excludes all
		dilutive potential shares if their effect is anti dilutive.


F-4

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Opes Exploration Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
October 31, 2006
(Expressed in U.S. Dollars)
(Unaudited)

1. Summary
	of Significant Accounting Policies (continued)

Comprehensive
		Loss

		SFAS
		No. 130, “Reporting Comprehensive Income,”
		establishes standards for the reporting and display of comprehensive
		loss and its components in the financial statements. As at October
		31, 2006 and January 31, 2006, the Company has no items that
		represent a comprehensive loss and, therefore, has not included a
		schedule of comprehensive loss in the financial statements. Cash
		and Cash Equivalents

		The
		Company considers all highly liquid instruments with maturity of
		three months or less at the time of issuance to be cash equivalents. Mineral
		Property Costs

		The
		Company has been in the exploration stage since its inception on
		November 14, 2005 and has not yet realized any revenues from its
		planned operations. It is primarily engaged in the acquisition and
		exploration of mining properties. Mineral property exploration costs
		are expensed as incurred. Mineral property acquisition costs are
		initially capitalized when incurred using the guidance in EITF 04-02,
		“Whether Mineral Rights Are Tangible or Intangible Assets”.
		The Company assesses the carrying costs for impairment under SFAS
		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. Financial
		Instruments

		The
		fair value of financial instruments, which include cash, accounts
		payable, accrued liabilities, and due to related parties were
		estimated to approximate their carrying values due to the immediate
		or short-term maturity of these financial instruments. The Company’s
		operations are in Canada which results in exposure to market risks
		from changes in foreign currency rates. The financial risk is the
		risk to the Company’s operations that arise from fluctuations
		in foreign exchange rates and the degree of volatility of these
		rates. Currently, the Company does not use derivative instruments to
		reduce its exposure to foreign currency risk. Income
		Taxes

		Potential
		benefits of income tax losses are not recognized in the accounts
		until realization is more likely than not. The Company has adopted
		SFAS No. 109 “Accounting for Income Taxes” as of
		its inception. Pursuant to SFAS No. 109 the Company is required to
		compute tax asset benefits for net operating losses carried forward.
		Potential benefit of net operating losses have not been recognized in
		these financial statements because the Company cannot be assured it
		is more likely than not it will utilize the net operating losses
		carried forward in future years. Foreign
		Currency Translation

		The
		Company’s functional and reporting currency is the United
		States dollar. Monetary assets and liabilities denominated in foreign
		currencies are translated in accordance with SFAS No. 52 “Foreign
		Currency Translation”, using the exchange rate prevailing
		at the balance sheet date. Gains and losses arising on settlement of
		foreign currency denominated transactions or balances are included in
		the determination of income. Foreign currency transactions are
		primarily undertaken in Canadian dollars. The Company has not, to the
		date of these financials statements, entered into derivative
		instruments to offset the impact of foreign currency fluctuations. Stock-based
		Compensation

		Prior
		to February 1, 2006, the Company accounted for stock-based awards
		under the recognition and measurement provisions of Accounting
		Principles Board Opinion No. 25, “Accounting for Stock
		Issued to Employees” using the intrinsic value method of
		accounting, under which compensation expense was only recognized if
		the exercise price of the Company’s employee stock options was
		less than the market price of the underlying common stock on the date
		of grant. Effective February 1, 2006, the Company adopted the fair
		value recognition provisions of SFAS No. 123R “Share Based
		Payments”, using the modified retrospective transition
		method. There was no effect on the Company’s reported loss from
		operations, cash flows or loss per share as a result of adopting SFAS
		No 123R.


F-5

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Opes Exploration Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
October 31, 2006
(Expressed in U.S. Dollars)
(Unaudited)

1. Summary
	of Significant Accounting Policies (continued)

Recent
	Accounting Pronouncements

	In
	September 2006, the FASB issued SFAS No. 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 employers to recognize the overfunded or
	underfunded status of a defined benefit postretirement plan (other
	than a multiemployer 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 or changes in unrestricted net assets of a
	not-for-profit organization.  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 provisions of SFAS No. 158 are effective for employers with
	publicly traded equity securities as of the end of the fiscal year
	ending after December 15, 2006. The adoption of this statement is not
	expected to have a material effect on the Company's future reported
	financial position or results of operations.
	In
	September 2006, the FASB issued SFAS No. 157, “Fair Value
	Measurements”. The objective of SFAS 157 is to increase
	consistency and comparability in fair value measurements and to
	expand disclosures about fair value measurements.  SFAS 157 defines
	fair value, establishes a framework for measuring fair value in
	generally accepted accounting principles, and expands disclosures
	about fair value measurements. SFAS 157 applies under other
	accounting pronouncements that require or permit fair value
	measurements and does not require any new fair value measurements.
	The provisions of SFAS No. 157 are effective for fair value
	measurements made in fiscal years beginning after November 15, 2007.
	The adoption of this statement is not expected to have a material
	effect on the Company's future reported financial position or results
	of operations.
	In
	June 2006, the Financial Accounting Standards Board (FASB) issued
	FASB Interpretation No. 48, “Accounting for Uncertainty in
	Income Taxes, an interpretation of FASB Statements No. 109”.
	FIN 48 clarifies the accounting for uncertainty in income taxes by
	prescribing a two-step method of first evaluating whether a tax
	position has met a more likely than not recognition threshold and
	second, measuring that tax position to determine the amount of
	benefit to be recognized in the financial statements. FIN 48 provides
	guidance on the presentation of such positions within a classified
	statement of financial position as well as on derecognition, interest
	and penalties, accounting in interim periods, disclosure, and
	transition. FIN 48 is effective for fiscal years beginning after
	December 15, 2006. The adoption of this statement is not expected to
	have a material effect on the Company's future reported financial
	position or results of operations.
	In
	March 2006, the FASB issued SFAS No. 156, "Accounting for
	Servicing of Financial Assets, an amendment of FASB Statement No.
	140, Accounting for Transfers and Servicing of Financial Assets and
	Extinguishments of Liabilities". This statement requires all
	separately recognized servicing assets and servicing liabilities be
	initially measured at fair value, if practicable, and permits for
	subsequent measurement using either fair value measurement with
	changes in fair value reflected in earnings or the amortization and
	impairment requirements of Statement No. 140. The subsequent
	measurement of separately recognized servicing assets and servicing
	liabilities at fair value eliminates the necessity for entities that
	manage the risks inherent in servicing assets and servicing
	liabilities with derivatives to qualify for hedge accounting
	treatment and eliminates the characterization of declines in fair
	value as impairments or direct write-downs. SFAS No. 156 is effective
	for an entity's first fiscal year beginning after September 15, 2006.
	The adoption of this statement is not expected to have a material
	effect on the Company's future reported financial position or results
	of operations.
	In
	February 2006, the FASB issued SFAS No. 155, "Accounting for
	Certain Hybrid Financial Instruments-an amendment of FASB Statements
	No. 133 and 140", to simplify and make more consistent the
	accounting for certain financial instruments. SFAS No. 155 amends
	SFAS No. 133, "Accounting for Derivative Instruments and
	Hedging Activities", to permit fair value re-measurement for
	any hybrid financial instrument with an embedded derivative that
	otherwise would require bifurcation, provided that the whole
	instrument is accounted for on a fair value basis. SFAS No. 155
	amends SFAS No. 140, "Accounting for the Impairment or
	Disposal of Long-Lived Assets", to allow a qualifying
	special-purpose entity to hold a derivative financial instrument that
	pertains to a beneficial interest other than another derivative
	financial instrument. SFAS No. 155 applies to all financial
	instruments acquired or issued after the beginning of an entity's
	first fiscal year that begins after September 15, 2006, with earlier
	application allowed. The adoption of this statement is not expected
	to have a material effect on the Company's future reported financial
	position or results of operations.


F-6

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Opes Exploration Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
October 31, 2006
(Expressed in U.S. Dollars)
(Unaudited)

1. Related
	Party Balances/Transactions

The
		Company recognizes donated rent at $250 per month and donated
		services provided by the President of the Company at $500 per month.
		For the nine month period ended October 31, 2006, the Company
		recognized $2,250 in donated rent and $4,500 in donated services.As
		at October 31, 2006, the Company is indebted to
		the President of the Company for $79, representing expenses paid on
		behalf of the Company.  This amount is unsecured, non-interest
		bearing and has no repayment terms.


1. Mineral
	Properties

	On
	January 13, 2006, the Company staked two new mineral claims near
	Atlin, British Columbia, Canada. The claims are registered in the
	name of the President of the Company, who has executed a trust
	agreement whereby the President agreed to hold the claims in trust on
	behalf of the Company. There are situations that could prevent the
	Company from obtaining clear title to the mineral claims such as the
	bankruptcy or death of the President. The cost of mineral properties
	charged to operations by the Company of $289 represented the original
	cost of the properties incurred by the President, which has been
	reimbursed by the Company.

F-7

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Item
2.  Management's Discussion and Analysis.

SB-2
Registration Statement

We filed an SB-2 Registration
Statement with the United States Securities and Exchange Commission
that was declared effective on June 14, 2006 to register 2,335,000
shares of common stock for resale by existing shareholders of our
Company at $0.05 per share until the shares are quoted on the OTC
Bulletin Board, and thereafter at prevailing market prices. Our
Company did not receive any proceeds from the resale of shares of
common stock by the selling stockholders.

Market
Maker Sponsorship

We have contacted an
authorized OTC Bulletin Board market maker for sponsorship of our
securities on the OTC Bulletin Board.

Plan
of Operation

Exploration
Plan

Our
plan of operation for the foreseeable future is to complete the
following objectives within the time periods specified, subject to
our obtaining any additional funding necessary for the continued
exploration of our mineral claims. We do not have enough funds to
complete our Phase Two or Phase Three programs which we would plan to
start in the summer of 2008 if the results of our Phase One
exploration program is encouraging. The following is a brief summary
of our three phase exploration program:

1. We
	will perform preliminary work researching our mineral claims by
	having a geologist or an experienced prospector review available
	information about our claims. We anticipate spending approximately
	CDN$1,600 to purchase maps, air photographs and publications
	available at British Columbia government branches in Victoria and
	Vancouver.
2. The
	next anniversary date of our claims is January 13, 2007 and we do
	not intend to perform any exploration on our claims during the 2006
	exploration season. In order to keep the claims in good standing we
	can pay the Province of British Columbia approximately CDN$3,500 in
	lieu of exploration. Alternately, in order to save money we may
	abandon and re-stake the claims during a late night online staking
	session between November 1, 2006 and January 12, 2007. The cost to
	abandon and re-stake the claims is approximately CDN$400.
3. As
	recommended by our consulting geologist, we plan to conduct the
	first phase of our three phase exploration program starting on May
	1, 2007. This Phase One exploration program is expected to cost
	approximately CDN$25,500. A two-person field crew will helicopter
	onto our claims and will stay for a period of fourteen days. During
	this period the crew will generally survey the claims seeking any
	outcroppings and locating streams. An outcropping is a part of a
	rock formation that appears above the surface of the surrounding
	land. The crew will use global positioning equipment and take
	approximately one hundred samples. All samples will be bagged and
	tagged for location, date and time for later analysis. After this
	period is over the crew will return to Atlin by helicopter.
4. The
	samples obtained
	during the Phase One exploration program will be analyzed at a
	laboratory and we will review the results of the Phase One
	exploration program in the winter of 2007. We will engage our
	consulting geologist to interpret the results of Phase One. If we
	are able to identify favorable rock formations and structures with
	elevated metal values we will plan and conduct a Phase Two program.
5. If
	the Phase Two program were to proceed, our consulting geologist has
	indicated that we should budget approximately CDN$100,000 for our
	Phase Two program. If we proceed with a Phase Two program we would
	do so in June 2008. A four person crew will helicopter onto our
	claims and will stay for a period of three weeks. During this period
	the crew would prospect, obtain samples and possibly trench and
	perform geophysical surveys depending on the results of Phase One.
	The crew would obtain one hundred and fifty soil samples and fifty
	rock samples obtained via rock drilling and explosive use.  All
	samples will be bagged and tagged for location, date and time for
	later analysis. After this period is over the crew will return to
	Atlin by helicopter.

---

1. In the case that the Phase Two
	exploration program takes place, we will review its results in
	winter 2008. If we are able to continue to confirm elevated metal
	values at specific targets we would consider Phase Two a success and
	would plan for a Phase Three exploration program. The Phase Three
	exploration program is expected to cost at least CDN$200,000. At
	this stage, we would seek to link with a major resource company in a
	joint venture relationship in recognition of financing requirements.
	If we go ahead with the Phase Three exploration plan it would
	commence in June 2009.

As
at October 31, 2006, we had a cash balance of $33,529. If the results
of the Phase One exploration program are encouraging, we will have to
raise additional funds starting in January 2008 so that Phase Two
exploration could commence in June 2008.

During
the next 12 months, we do not anticipate generating any revenue. If
additional funds become required, the additional funding will come
from equity financing from the sale of our common stock or sale of
part of our interest in our mineral claims. If we are successful in
completing an equity financing, existing shareholders will experience
dilution of their interest in our
company. We do not have
any financing arranged and we cannot provide investors with any
assurance that we will be able to raise sufficient funding from the
sale of our common stock to fund our Phase Three exploration program.
In the absence of such financing, our business will fail.

We
may consider entering into a joint venture partnership by linking
with a major resource company to provide the required funding to
complete our Phase Three exploration program. We have not undertaken
any efforts to locate a joint venture partner for Phase Three. If we
enter into a joint venture arrangement, we will assign a percentage
of our interest in our mineral claims to the joint venture partner.

Based on the nature of our
business, we anticipate incurring operating losses in the foreseeable
future. We base this expectation, in part, on the fact that very few
mineral claims in the exploration stage ultimately develop into
producing, profitable mines. Our future financial results are also
uncertain due to a number of factors, some of which are outside of
our control. These factors include, but are not limited to:

- Our ability to raise
	additional funding;
- The market price for gold;
- The results of our proposed
	exploration programs on the mineral property; and
- Our ability to find joint
	venture partners for the development of our property interests

Due
to our lack of operating history and present inability to generate
revenues, our auditors have stated their opinion that there currently
exists substantial doubt about our ability to continue as a going
concern. Even if we complete our current exploration program and it
is successful in identifying a mineral deposit, we will have to spend
substantial funds on further drilling and engineering studies before
we will know if we have a commercially viable mineral reserve.

### Transportation
Purchase Plan

The
transportation costs of Phase One are comprised of helicopter service
from Atlin to the our mineral claims and mobilization to Atlin. For
Phase One we have budgeted CDN$6,600 to allow up to six hours of
helicopter trips from Atlin to and from our mineral claims. We have
also budgeted CDN$2,000 for mobilization to Atlin from Richmond,
British Columbia.

### Equipment
Purchase Plan

We
will purchase camp equipment and prospecting supplies for the Phase
One exploration program. The expected cost of the camp equipment such
as tents, stove, and other typical camping equipment will be
CDN$1,000.

### Consumable
Purchase Plan

We
will purchase consumables including groceries and propane to provide
for 2 persons for 14 days for the Phase One exploration program. The
expected cost of these consumables will be CDN$1,000.

### Employee
Hiring (Labor) Plan

We
will not hire any employees. We will use two consulting prospectors
to perform our Phase One exploration program. The expected cost of
the each prospector is CDN$200 per day. We are budgeting to pay each
prospector for 20 days to conduct the Phase One exploration program.
The expected cost of labor for Phase One and will be CDN$8,000.

---

### Sample
Analysis Plan

We
plan to allow for the analysis for up to one hundred samples. The
estimated cost of each sample is CDN$20 per sample. The expected cost
for sample analysis will be CDN $2,000 for the Phase One exploration
program.

### Phase One
Exploration Cost Review

The
costs described include preliminary research, transportation,
equipment, consumables, labor, and sample analysis make up the entire
cost of our Phase One exploration program. All the costs described
above are estimated so we are providing a 15% contingency allowance
for unanticipated and wrongly estimated costs. The table below
summarizes the cost estimate for the Phase One exploration program.

|Phase
					One Exploration Items | Cost
					EstimateCDN$
|-------------------------------- | ----------------------
|Preliminary
					Research        | 1,600                 
|Transportation                   | 8,600                 
|Equipment                        | 1,000                 
|Consumables                      | 1,000                 
|Labor                            | 8,000                 
|Sample
					Analysis             | 2,000                 
|Contingency
					at 15%          | 3,300                 
|Phase
					One Total             | 25,500                

### Accounting and Audit Plan

We
intend to continue to have our outside consultant assist in the
preparation of our quarterly and annual financial statements and have
these financial statements reviewed or audited by our independent
auditor. Our outside consultant is expected to charge us
approximately $1,250 to prepare our quarterly financial statements
and approximately $1,750 to prepare our annual financial statements.
Our independent auditor is expected to charge us approximately $1,250
to review our quarterly financial statements and approximately $5,000
to audit our annual financial statements. In the next twelve months,
we anticipate spending approximately $14,250 to pay for our
accounting and audit requirements.

### Legal
Expense Plan

We
expect to incur filing costs of approximately $1,250 per quarter to
support our quarterly and annual filings. In the next twelve months,
we anticipate spending approximately $5,000 for legal costs to pay
for three quarterly filings and one annual filing.

### Risks and
Uncertainties

An
investment in our common stock involves a number of very significant
risks. Prospective investors should refer to all our risk factors
disclosed in our prospectus filed pursuant to Rule 424(b)(4) on June
15, 2006.

There
are a number of known material risks and uncertainties that are
reasonably likely to have a material impact on our revenues,
operations, liquidity and income over the short and long term. The
primary risk that we face over the long term is that our mineral
claims may not contain a commercially viable mineral deposit. If our
mineral claims do not contain a commercially viable deposit this will
have a material effect on our ability to earn revenue and income as
we will not be able to sell any minerals.

There
are a number of industry-wide risk factors that may effect our
business. The most significant industry-wide risk factor is that
mineral exploration is an inherently risky business. Very few
exploration companies go on to discover economically viable mineral
deposits or reserves that ultimately result in an operating mine. In
order for us to commence mining operations we face a number of
challenges which include finding qualified professionals to conduct
our exploration program, obtaining adequate financing to continue our
exploration program, locating a viable ore body, partnering with a
senior mining company, obtaining mining permits, and ultimately
selling minerals in order to generate 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 dramatically decline this could
make any ore we have on our mineral claims be uneconomical to mine.
We and other companies in our business are  relying on a price of ore
that will allow us to develop a mine and ultimately generate revenue
by selling minerals.

Additionally, because our
claims are in a remote region of Canada and in an area of inclement
weather we face risks and uncertainties relating to the operation of
our exploration program. This presents both a short and long term
risk to us in that poor weather could delay our exploration program
and prevent us from exploring our mineral claims as planned. This is
a risk shared by many exploration companies in our business. We have
the ability to monitor weather predictions and can preserve capital
by not sending exploration crews out in poor weather conditions.
However, such weather delays could cause us to not be able to explore
our claims and not be able to file valid exploration work with the
Province of British Columbia. Failure to file valid exploration work
would mean we would have to pay the Province of British Columbia in
lieu of exploration in order to keep title to the claims. Payments in
lieu of exploration are generally not an efficient use of funds since
it does not advance the understanding of a potential mineral deposit.
However, these payments are sometimes required in our business.

Finally,
we face a risk of not being able to finance our exploration plans.
With each unsuccessful attempt at locating a commercially viable
mineral deposit we become more and more unattractive in the eyes of
investors. For the short term this is less of an issue because we
have enough funds to complete the first  phase of our exploration
program. However, over the long term this can become a serious issue
that can be difficult to overcome. Without adequate financing we
cannot operate exploration programs. However, this risk is faced by
all exploration companies and it is not unique to us.

# Off-Balance
Sheet Arrangements

We
have no off-balance sheet arrangements including arrangements that
would effect our liquidity, capital resources, market risk support
and credit risk support or other benefits..

# Forward
Looking Statements

The
information in this quarterly report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). These
forward-looking statements involve risks and uncertainties, including
statements regarding the Company's capital needs, business strategy
and expectations. Any statements contained herein that are not
statements of historical facts may be deemed to be forward-looking
statements. In some cases, you can identify forward-looking
statements by terminology such as “may”, “will”,
“should”, “expect”, “plan”,
“intend”, “anticipate”,
“believe”, “estimate”,
“predict”, “potential” or
“continue”, the negative of such terms or other
comparable terminology. Actual events or results may differ
materially. In evaluating these statements, you should consider
various factors, including the risks outlined from time to time, in
other reports we file with the Securities and Exchange Commission
(the “SEC”). These factors may cause our actual
results to differ materially from any forward-looking statement. We
disclaim any obligation to publicly update these statements, or
disclose any difference between its actual results and those
reflected in these statements. The information constitutes
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.

---

Item
3.  Controls and Procedures.

1. Evaluation
	of Disclosure of Controls and Procedures.

	Our
	Principal Executive Officer and Principal Financial Officer have,
	within 90 days of the filing date of this report, evaluated the
	Company’s internal controls and procedures designed to ensure
	that information required to be disclosed in reports under the
	Securities Exchange Act of 1934 is recorded, processed, summarized
	and reported within specified time periods. After such review, our
	Principal Executive Officer and Principal Financial Officer have
	concluded that said information was accumulated and communicated to
	management as appropriate to allow timely decisions regarding
	required disclosure.

1. Changes
	in Internal Controls

	There
	were no significant changes in the Company’s internal controls
	or in other factors that could significantly affect these controls
	subsequent to the evaluation referred to in paragraph (a) above.

---

PART
II - OTHER INFORMATION

Item
1.  Legal Proceedings.

The
Company currently is not a party to any legal proceedings and, to the
Company’s knowledge, no such proceedings are threatened or
contemplated.

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

None.

Item
3.  Default Upon Senior Securities.

None.

Item
4.  Submission of Matters to a Vote of Security Holders./FONT>

None.

Item
5.  Other Information.

None.

Item
6.  Exhibits and Reports on Form 8-K.

1. Exhibits

	Exhibit
					Number
				Description
					of Exhibit31.1
				Certification
					of Principal Executive Officer and Principal Financial Officer
					pursuant to 18 U.S.C.§ 1350, as adopted pursuant to §
					302 of the Sarbanes-Oxley Act of 2002.32.1
				Certification
					of Principal Executive Officer and Principal Financial Officer
					pursuant to 18 U.S.C. § 1350, as adopted pursuant to §
					906 of the Sarbanes-Oxley Act of 2002.

1. Reports
	on Form 8-K

	None.

---

SIGNATURES

In
accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereto duly authorized.

OPES
EXPLORATION INC.(Registrant)

Date:
December 12, 2006

By:
/s/ Gordon Racette

Gordon
RacettePrincipal Executive OfficerPrincipal Financial Officer
and Director

---

EXHIBIT
31.1CERTIFICATION

I,
Gordon Racette, certify that:

1. I
	have reviewed this Quarterly Report on Form 10-QSB of Opes
	Exploration Inc.
2. Based
	on my knowledge, this report does not contain any untrue statement
	of a material fact or omit to state a material fact necessary to
	make the statements made, in light of the circumstances under which
	such statements were made, not misleading with respect to the
	period covered by this report;
3. Based
	on my knowledge, the financial statements and other financial
	information included in this report, fairly present in all material
	respects the financial condition, results of operations and cash
	flows of the small business issuer as of, and for, the periods
	presented in this report;
4. I
	am responsible for establishing and maintaining disclosure controls
	and procedures (as defined in Exchange Act Rules 13a-15(e) and
	15d-15(e)) and internal control over financial reporting (as
	defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
	small business issuer and I have:

Designed
		such disclosure controls and procedures, or caused such disclosure
		controls and procedures to be designed under my supervision, to
		ensure that material information relating to the small business
		issuer is made known to me, particularly during the period in which
		this quarterly report is being prepared;Designed
		such internal control over financial reporting, or caused such
		internal control over financial reporting to be designed under my
		supervision, to provide reasonable assurance regarding the
		reliability of financial reporting and the preparation of financial
		statements for external purposes in accordance with generally
		accepted accounting principlesEvaluated
		the effectiveness of the small business issuer's disclosure
		controls and procedures and presented in this report our
		conclusions about the effectiveness of the disclosure controls and
		procedures, as of the end of the period covered by this report
		based on such evaluation; andDisclosed
		in this report any change in the small business issuer's internal
		control over financial reporting that occurred during the small
		business issuer's most recent fiscal quarter (the small business
		issuer's second fiscal quarter in the case of this annual report)
		that has materially affected, or is reasonably likely to materially
		affect, the small business issuer's internal control over financial
		reporting; and


1. I
	have disclosed, based on my most recent evaluation of internal
	control over financial reporting, to the small business issuer's
	auditors and the audit committee of the small business issuer's
	board of directors (or persons performing the equivalent function):

All
		significant deficiencies and material weaknesses in the design or
		operation of internal controls over financial reporting which are
		reasonably likely to adversely affect the small business issuer's
		ability to record, process, summarize and report financial
		information; andAny
		fraud, whether or not material, that involves management or other
		employees who have a significant role in the small business issuer's
		internal controls over financial reporting.


By:
 /s/ Gordon Racette

Gordon
RacettePrincipal Executive Officer and Principal Financial
Officer

Date:
December 12, 2006

---

EXHIBIT
32.1

PURSUANT
TO 18 U.S.C. SECTION 1350(SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002)

In
connection with the Quarterly Report of Opes Exploration Inc. (the
“Company”) on Form 10-QSB for the period ending October
31, 2006 as filed with the Securities and Exchange Commission on the
date hereof (the “Report”), I, Gordon Racette, Principal
Executive Officer and Principal Financial Officer of the Company,
certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §
906 of the Sarbanes-Oxley Act of 2002, that to the best of my
knowledge:

1. The
	Report fully complies with the requirements of Section 13(a) or
	15(d) of the Securities Exchange Act of 1934, as amended; and
2. The
	information contained in the Report fairly presents, in all material
	respects, the financial condition and results of operations of the
	Company.

By:
 /s/ Gordon Racette

Gordon
RacettePrincipal Executive Officer and Principal Financial
Officer

Date:
December 12, 2006