**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





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





For
      the
      quarterly period ended  **July
      31, 2007**





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





For
      the
      transition period from  to





**Commission
      file number** **000-52055**




**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.)**10168
                Lawson Drive, Richmond, British Columbia, V7E 5M3,
                Canada**
              (Address
                of principal executive offices)**604-961-0301**
              (Issuer’s
                telephone number)**n/a**
              (Former
                name, former address and former fiscal year, if changed since last
                report)





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**





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


**[
      X ] Yes [   ] No**





**APPLICABLE
      ONLY TO CORPORATE ISSUERS**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date.





**Class**
              
              common
                stock - $0.001 par value
            
            **Outstanding
                at September 13, 2007**
              53,183,334





Transitional
      Small Business Disclosure Format (Check one): **Yes
      [   ] No [ X ]**









**PART
        I - FINANCIAL INFORMATION**
 
 **Item
        1.****Financial
        Statements.**
   **RED
          LAKE EXPLORATION,
          INC.**
 **(AN
          EXPLORATION STAGE COMPANY)** **BALANCE
            SHEETS** **(EXPRESSED
              IN US
              DOLLARS)**
 **July
                    31,**
                  **2007**
                
                
                **January
                    31,**
                  **2007****(Unaudited)****ASSETS**Current
                    assets:Cash
                
                $
                1,847
                
                
                $
                15,477Total
                    assets
                
                $
                1,847
                
                
                $
                15,477**LIABILITIES
                    AND STOCKHOLDERS'
                    (DEFICIT) EQUITY**Current
                    liabilities:Accounts
                    payable
                
                $
                56,341
                
                
                $
                1,300Accrued
                    liabilities
                
                
                9,514
                
                
                
                -Total
                    liabilities
                
                
                65,855
                
                
                
                1,300Commitments
                    and
                    contingenciesStockholders'
                    (deficit)
                    equity:Common
                    stock, $0.001 par value,
                    authorized 200,000,000,52,850,000
                    and
                    77,350,000  issued and outstandingat
                    July 31, and January 31, 2007,
                    respectively
                
                
                52,850
                
                
                
                77,350Additional
                    paid in
                    capital
                
                
                20,649
                
                
                
                (6,100
                )Deficit
                    accumulated during
                    exploration stage
                
                
                (137,507
                )
                
                
                (57,073
                )Total
                    stockholders' (deficit)
                    equity
                
                
                (64,008
                )
                
                
                14,177Total
                    liabilities and
                    stockholders' (deficit) equity
                
                $
                1,847
                
                
                $
                15,477
  **The
          accompanying notes are an
          integral part of these unaudited financial
          statements.**
  2
  **RED
            LAKE EXPLORATION, INC.** **(AN
              EXPLORATION STAGE COMPANY)** **STATEMENTS
                OF OPERATIONS** **(EXPRESSED
                  IN US DOLLARS)** **(UNAUDITED)**
 
  **Three
                      Months**
                  
                  
                  **Six
                      Months**
                  
                  
                  **From
                      January
                      10,****Ended
                      July
                      31,**
                  
                  
                  **Ended****July
                      31,**
                  
                  
                  **2005
                      (Inception)****2007**
                  
                  
                  **2006**
                  
                  
                  **2007**
                  
                  
                  **2006**
                  
                  
                  **to
                      July 31,
                      2007**Operating
                      Expenses:Administrative
                  
                  $
                  7,950
                  
                  
                  $
                  -
                  
                  
                  $
                  7,950
                  
                  
                  $
                  -
                  
                  
                  $
                  7,950Bank
                      charges and
                      interest
                  
                  
                  62
                  
                  
                  
                  375
                  
                  
                  
                  109
                  
                  
                  
                  439
                  
                  
                  
                  773Donated
                      rent
                  
                  
                  -
                  
                  
                  
                  750
                  
                  
                  
                  750
                  
                  
                  
                  1,500
                  
                  
                  
                  4,750Donated
                      service
                      fees
                  
                  
                  -
                  
                  
                  
                  1,500
                  
                  
                  
                  1,500
                  
                  
                  
                  3,000
                  
                  
                  
                  9,500Mineral
                      and exploration
                      costs
                  
                  
                  13,030
                  
                  
                  
                  3,210
                  
                  
                  
                  13,030
                  
                  
                  
                  3,210
                  
                  
                  
                  26,983Office
                  
                  
                  6
                  
                  
                  
                  116
                  
                  
                  
                  36
                  
                  
                  
                  116
                  
                  
                  
                  352Professional
                      fees
                  
                  
                  17,723
                  
                  
                  
                  5,300
                  
                  
                  
                  25,123
                  
                  
                  
                  13,800
                  
                  
                  
                  44,198Regulatory
                  
                  
                  4,134
                  
                  
                  
                  20
                  
                  
                  
                  4,159
                  
                  
                  
                  20
                  
                  
                  
                  6,224Travel
                      and
                      entertainment
                  
                  
                  27,777
                  
                  
                  
                  -
                  
                  
                  
                  27,777
                  
                  
                  
                  -
                  
                  
                  
                  27,777Impairment
                      loss on mineral
                      property costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  9,000Net
                      loss for the
                      period
                  
                  $
                  (70,682
                  )
                  
                  $
                  (11,271
                  )
                  
                  $
                  (80,434
                  )
                  
                  $
                  (22,085
                  )
                  
                  $
                  (137,507
                  )Net
                      loss per share - basic and
                      diluted
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )Weighted
                      average number of
                      sharesoutstanding
                      - basic and
                      diluted
                  
                  
                  66,431,522
                  
                  
                  
                  77,350,000
                  
                  
                  
                  71,800,276
                  
                  
                  
                  77,350,000
   **The
            accompanying notes are an
            integral part of these unaudited financial
            statements.**
 3
 **RED
              LAKE EXPLORATION,
              INC.**
 **(AN
              EXPLORATION STAGE COMPANY)** **STATEMENTS
                OF CASH FLOWS** **(EXPRESSED
                  IN US DOLLARS)** **(UNAUDITED)**
 **Six
                        Months
                        Ended**
                    
                    
                    **From
                        January
                        10,****July
                        31,**
                    
                    
                    **2005
                        (Inception)****2007**
                    
                    
                    **2006**
                    
                    
                    **to
                        July 31,
                        2007**Cash
                        flows from operating
                        activities:Net
                        loss
                    
                    $
                    (80,434
                    )
                    
                    $
                    (22,085
                    )
                    
                    $
                    (137,507
                    )Adjustments
                        to reconcile net loss
                        to net cash used in operating activities:Donated
                        services and
                        rent
                    
                    
                    2,250
                    
                    
                    
                    4,500
                    
                    
                    
                    14,250Impairment
                        loss on mineral
                        property costs
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    9,000Changes
                        in operating assets and
                        liabilities:Accounts
                        payable
                    
                    
                    55,040
                    
                    
                    
                    1,300
                    
                    
                    
                    56,340Accrued
                        liabilities
                    
                    
                    9,514
                    
                    
                    
                    -
                    
                    
                    
                    9,514Net
                        cash used in operating
                        activities
                    
                    
                    (13,630
                    )
                    
                    
                    (16,285
                    )
                    
                    
                    (48,403
                    )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
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    59,250Net
                        cash provided by financing
                        activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    59,250(Decrease)
                        increase in cash during
                        the period
                    
                    
                    (13,630
                    )
                    
                    
                    (16,285
                    )
                    
                    
                    1,847Cash,
                        beginning of
                        period
                    
                    
                    15,477
                    
                    
                    
                    49,062
                    
                    
                    
                    -Cash,
                        end of
                        period
                    
                    $
                    1,847
                    
                    
                    $
                    32,777
                    
                    
                    $
                    1,847Supplemental
                        disclosures:Cash
                        paid during the period
                        for:Taxes
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Interest
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Non-cash
                        financing
                        transaction:Acquisition
                        of 24,500,000 common
                        shares for debt
                    
                    $
                    1
                    
                    
                    $
                    -
                    
                    
                    $
                    1
   **The
              accompanying notes are an
              integral part of these unaudited financial
              statements.**
  
 4
  **RED
          LAKE EXPLORATION, INC.**
 **(AN
          EXPLORATION STAGE COMPANY)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
 **(EXPRESSED
          IN US DOLLARS)**
 **JULY
          31, 2007**
 **(UNAUDITED)**
  **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. Red Lake’s principal business is
          the acquisition and exploration of mineral resources in Ontario, Canada.
          Red
          Lake has not presently determined whether its properties contain mineral
          reserves that are economically recoverable. Red Lake has not 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*.
 
 **Basis
          of Presentation**
 
 The
          unaudited financial statements included herein have been prepared in accordance
          with accounting principles generally accepted in the United States for
          interim
          financial information and with the instructions to Form 10-QSB and Item
          310(b)
          of Regulation S-B.  They do not include all information and notes required
          by generally accepted accounting principles for complete financial statements.
          However, except as disclosed herein, there have been no material changes
          in the
          information disclosed in the notes to the financial statements included
          in the
          Annual report on Form 10-KSB of Red Lake Exploration, Inc. for the year
          ended
          January 31, 2007. In the opinion of management, all adjustments (including
          normal recurring accruals) considered necessary for a fair presentation
          have
          been included. Operating results for the three and six months ended July
          31,
          2007 are not necessarily indicative of the results that may be expected
          for any
          other interim period or the entire year. For further information, these
          unaudited financial statements and the related notes should be read in
          conjunction with the Company’s audited financial statements for the year ended
          January 31, 2007, included in the Company’s report on Form 10-KSB.
 
 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.
  **NOTE
          2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
  A
          summary of the Company’s significant
          accounting policies is included in the Company’s 2007 Annual Report. Additional
          significant accounting policies which affect the Company or which have
          been
          developed since January 31, 2007, are summarized below:
 
 **Reclassifications**
  Certain
          amounts in the prior period’s financial statements have been reclassified to
          conform to the current period’s presentation.
 
 **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 July 31,
          2007, the Company did not have any asset retirement obligations.
  5
 **RED
            LAKE EXPLORATION, INC.**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **(EXPRESSED
            IN US DOLLARS)**
 **JULY
            31, 2007**
 **(UNAUDITED)**
 **NOTE
          2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
          continued**
 
 **Recent
          Accounting Pronouncements**
 
 In
          February 2007, the Financial Accounting Standards Board (“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, the adoption of SFAS 159 will have on the Company’s financial
          statements.
  In
          December 2006, the FASB issued FASB Staff Position (“FSP”) EITF 00-19-2,
*Accounting for Registration Payment Arrangements*. This FSP specifies
          that the contingent obligation to make future payments or otherwise transfer
          consideration under a registration payment arrangement should be separately
          recognized and measured in accordance with FASB Statement No. 5,
*Accounting for Contingencies.* This FSP is effective immediately for
          registration payment arrangements and the financial instruments subject
          to those
          arrangements that are entered into or modified subsequent to December 21,
          2006. For registration payment arrangements and financial instruments subject
          to
          those arrangements that were entered into prior to December 21, 2006, the
          guidance in the FSP was effective for the Company February 1, 2006. The
          adoption
          of this FSP had no impact on the Company’s financial position or results from
          operations.
  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
          year
          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 in the first quarter
          of 2007, adoption did not have a material impact on the Company’s financial
          statements.
  In
          September 2006, the FASB issued SFAS No. 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 will be 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, or fiscal 2009 for the Company. Adoption of SFAS 158 did not have
          a
          material impact on the Company’s financial statements.
  6
 **RED
            LAKE EXPLORATION, INC.**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **(EXPRESSED
            IN US DOLLARS)**
 **JULY
            31, 2007**
 **(UNAUDITED)**
   In
          September 2006, the FASB issued SFAS No. 157 (“SFAS 157”), *Fair
          Value Measurements*. SFAS 157 defines fair value, establishes a framework
          for measuring fair value and expands disclosure requirements about fair
          value
          measurements. SFAS 157 will be effective for the Company beginning on February
          1, 2008. Adoption of SFAS 157 is not expected to have a material impact
          on the
          Company’s financial statements.
 
 In
          June 2006, the FASB issued FASB Interpretation No. 48 ("Interpretation
          No. 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 is effective
          beginning February 1, 2007. The adoption of Interpretation No. 48 did
          not have a material impact on the Company’s financial statements.
 
 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 financial
          statements.
  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 financial statements.
  7
 **RED
            LAKE EXPLORATION, INC.**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **(EXPRESSED
            IN US DOLLARS)**
 **JULY
            31, 2007**
 **(UNAUDITED)**
  **NOTE
          3 - GOING CONCERN**
 
 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 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
          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. 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
          current plans, the Company expects to incur operating losses in future
          periods.
          As at July 31, 2007, the Company has negative working capital of $64,008
          and
          accumulated losses of $137,507 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 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 financial statements.
  **NOTE
          4 - RELATED PARTY TRANSACTIONS**
  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
          six months ended July 31, 2007 and 2006, the Company recognized $750 and
          $1,500
          respectively, in donated rent and $1,500 and $3,000 respectively, in donated
          services
  All
          of
          the Company’s mineral claims are registered in the name of the President of the
          Company and pursuant to a trust agreement are held in trust on behalf of
          the
          Company. (Note 5)
 
 On
          June
          20, 2007 the President of the Company returned 24,500,000 restricted shares
          to
          treasury for consideration of $1.  (Note 6)
  **NOTE
          5 - 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.
          (Note 4)
  At
          July
          31, 2007 the Company’s mineral properties were in good standing. The Company is
          required to incur exploration expenditures of $10,500 (CDN$11,200) to retain
          title to the claims on or before August 27th each year.  (Note
          7)
  8
  **RED
            LAKE EXPLORATION, INC.**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **(EXPRESSED
            IN US DOLLARS)**
 **JULY
            31, 2007**
 **(UNAUDITED)**
   **NOTE
          6 - COMMON STOCK**
  On
          October 3, 2005, the Company issued 42,000,000 shares of common stock to
          the
          President of the Company at a price of $0.00007 per share for proceeds
          of
          $3,000.
  On
          October 28, 2005, the Company issued 24,500,000 shares of common stock
          at a
          price of $0.0007 per share for proceeds of $17,500.
  On
          January 31, 2006, the Company issued 10,850,000 shares of common stock
          at a
          price of $0.004 per share for proceeds of $38,750.
 
 On
          June
          15, 2007, the Company declared a 13 common share for every one common share,
          stock dividend.   All share amounts were retroactively adjusted
          for all periods presented.
 
 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
          20, 2007 the President of the Company returned 24,500,000 shares to treasury
          for
          consideration of $1. (Note 4)
 
 **NOTE
          7 – SUBSEQUENT EVENT**
 
 On
          August
          1, 2007, the Company issued 333,334 units at $0.30 per unit for proceeds
          of
          $100,000. Each unit was compromised of one common share and 1⁄2 of one common
          share purchase warrant (a total of 166,667 stock purchase
          warrants).  Each warrant entitles the holder to purchase one common
          share for $0.50. The warrants have a two year term and will expire on August
          13,
          2009.
 
 In
          order
          to comply with the requirement of incurring exploration expenditures of
          $10,500
          (CDN$11,200) to retain title to the claims on or before August 27, 2007,
          on
          August 21, 2007, the Ontario Ministry of Northern Development and Mines
          approved
          the Company’s request for a 90 day extension of this deadline.  (Note
          5)
 
 On
          August
          21, 2007, Minera Polymet Limitada a company incorporated under the laws
          of the
          Republic of Chile was formed and Red Lake owns a 99% interest in this
          company.
 9
  **Item
        2. Management’s Discussion and Analysis or Plan of
        Operation.**
  **Forward-Looking
          Statements**
 
 Certain
          information included in this Form 10-QSB and other materials filed or to
          be
          filed by us with the Securities and Exchange Commission (as well as information
          included in oral or written statements made by us or on our behalf), may
          contain
          forward-looking statements about our current and expected performance trends,
          growth plans, business goals and other matters.  These statements may be
          contained in our filings with the Securities and Exchange Commission, in
          our
          press releases, in other written communications, and in oral statements
          made by
          or with the approval of one of our authorized officers.  Words or phrases
          such as “believe,” “plan,” “will likely result,” “expect,” “intend,” “will
          continue,” “is anticipated,” “estimate,” “project,” “may,” “could,” “would,”
“should,” and similar expressions are intended to identify forward-looking
          statements.  These statements, and any other statements that are not
          historical facts, are forward-looking statements within the meaning of
          the
          Private Securities Litigation Reform Act of 1995, as codified in Section
          27A of
          the Securities Act of 1933 and Section 21E of the Securities Exchange Act
          of
          1934, as amended from time to time (the “Act”).
 
 In
          connection with the “safe harbor” provisions of the Act, we have identified and
          filed important factors, risks and uncertainties that could cause our actual
          results to differ materially from those projected in forward-looking statements
          made by us, or on our behalf (see Part I, Item 1, “Risk Factors” included in our
          Form 10-KSB for the fiscal year ended January 31, 2007). These cautionary
          statements are to be used as a reference in connection with any forward-looking
          statements. The factors, risks and uncertainties identified in these cautionary
          statements are in addition to those contained in any other cautionary
          statements, written or oral, which may be made or otherwise addressed in
          connection with a forward-looking statement or contained in any of our
          subsequent filings with the Securities and Exchange Commission. Because
          of these
          factors, risks and uncertainties, we caution against placing undue reliance
          on
          forward-looking statements. Although we believe that the assumptions underlying
          forward-looking statements are reasonable, any of the assumptions could
          be
          incorrect, and there can be no assurance that forward-looking statements
          will
          prove to be accurate. Forward-looking statements speak only as of the date
          on
          which they are made. We do not undertake any obligation to modify or revise
          any
          forward-looking statement to take into account or otherwise reflect subsequent
          events or circumstances arising after the date that the forward-looking
          statement was made.
 
 **General**
  This
          discussion and analysis should be read in conjunction with our interim
          unaudited
          financial statements and related notes included in this Form 10-QSB and
          the
          audited financial statements and related notes thereto included in our
          Annual
          Report on Form 10-KSB for the fiscal year ended January 31, 2007.  The
          inclusion of supplementary analytical and related information herein may
          require
          us to make appropriate 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.
 
 Red
          Lake
          Exploration, Inc. means “we”, “us” or “our” and will be referred to as such
          throughout the balance of this document.
 
 Our
          principal business is the acquisition and exploration of mineral resources
          in
          Ontario, Canada. We have not presently determined whether our properties
          contain
          mineral reserves that are economically recoverable. We have not commenced
          significant operations and are considered an Exploration Stage Company,
          as
          defined by Statement of Financial Accounting Standard (“SFAS”) 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, and as a result, such estimates
          may significantly impact our financial results. The precision of these
          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.
  10
 
 ***Mineral
          Property Costs***
 
 We
          have
          been in the exploration stage since inception, January 10, 2005 and have
          not yet
          realized any revenues from our planned operations. We are primarily engaged
          in
          the acquisition and exploration of mining properties. We expense mineral
          property exploration costs as they are incurred. Mineral property acquisition
          costs are initially capitalized, when incurred, using the guidance in the
          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. An impairment is recognized when
          the sum of the expected undiscounted future cash flows is less than the
          carrying
          amount of the mineral property. Impairment losses, if any, are measured
          as the
          excess of the carrying amount of the mineral property over its estimated
          fair
          value. During the six months ended July 31, 2007, we spent $13,030 conducting
          groundwork on approximately twelve mineral properties of interest to us
          in
          Chile.
 
 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 reserves.
          If
          mineral properties are subsequently abandoned or impaired, any capitalized
          costs
          will be charged to operations.
  ***Foreign
          Currency Translation***
 
 Our
          functional and reporting currency is the United States dollar. We determined
          that our functional currency is the United States dollar for the following
          reasons:
  ●
                Our
                    current and future financings are and will be in United States
                    dollars;●
                We
                    maintain cash holdings in United States dollars
                    only;
 ●
                Any
                    potential sales of minerals recovered from our mineral claims
                    (“Claims”)
                    will be undertaken in United States dollars;●
                Our
                    administrative expenses are undertaken in United States
                    dollars;
 ●
                All
                    of our cash flows are generated in United States dollars;
                    and●
                The
                    Claims are located in Canada, and even though the exploration
                    expenses are
                    estimated in Canadian dollars, we can usually request that these
                    expenses
                    be billed in United States dollars.
  Monetary
          assets and liabilities denominated in foreign currencies are translated
          in
          accordance with SFAS No. 53 *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. We have not to the date of these financial
          statements, entered into derivative instruments to offset the impact of
          foreign
          currency fluctuations.
 
 ***Recent
          Accounting Pronouncements***
 
 Refer
          to
          Note 2, of our Notes to the Financial Statements for a discussion of our
          recent
          accounting standards and pronouncements.
  11
 
 **Risks
          and Uncertainties**
  An
          investment in our common stock involves a number of very significant
          risks.
 
 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 affect 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 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 dramatically decline this could make any ore we have
          on our
          mineral claim 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 on our
          mineral
          claim anniversary date, of August 27, with the Ministry of Northern Development
          and Mines. However, the mining recorder can grant an extension of time
          to
          perform and file work if an application for extension is made within 30
          days
          prior to the anniversary date. Failure to file valid exploration work would
          result in the forfeiture of the Claim.
 
 Finally,
          we face the 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. 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.
 
 We
          cannot
          assure 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**
 
 Our
          mineral claims are in the Red Lake Mining District, Ontario, Canada.  The
          Claim numbers are KRL3016881, KRL3016882 and KRL3016883 (collectively,
          the
“Claims”) and the Claims are contiguous to each other.  The total area of
          the Claims is 413.3 hectares.  We acquired the Claims from Ridgestake
          Resources Inc., at a cost of $9,000.
  12
 
 In
          November 2006, we completed Phase One of our mineral exploration program
          on the
          Claims at a cost of $13,953.  During May of 2007, we received our
          geophysical report from our consulting geologist, containing the magnetic
          survey
          results of Phase One of our mineral exploration program. Based on the magnetic
          survey conducted on our Claims, the report concluded and recommended that
          the
          Company proceed with phase two of their proposed exploration
          program.
  Our
          Claims were in good standing until August 27, 2007.   In order to keep
          the Claims in good standing, we were required to perform and record exploration
          work of approximately $10,500 (CDN$11,200) by August 27, 2007.  On
          August 21, 2007, the Ontario Ministry of Northern Development and Mines
          approved
          our request for a 90 day extension of this deadline.
 
 We
          have
          also been conducting groundwork on approximately twelve properties of interest
          to us in Chile.
 
 **Plan
          of Operation**
 
 **Canadian
          Mineral Claims**
 
 Our
          plan
          of operation for the foreseeable future on our Canadian mineral claims
          is to
          complete the following objectives within the time periods specified, subject
          to
          our obtaining any additional funding necessary for the continued exploration
          of
          the Claims.  We do not have enough funds to complete Phase Two or Phase
          Three of our programs, which we expect to commence during the fall and
          summer of
          2007 and 2008 respectively. The following is a brief summary of Phase Two
          and
          Three of our proposed three phase exploration program:
 
 1.
          During
          the fall of 2007, we plan to proceed with Phase Two of our mineral exploration
          program. Our consulting geologist has indicated that we should budget
          approximately $25,000 (CDN$26,400) for Phase Two of our exploration program.
           We plan to commence Phase Two with a field crew who will mobilize onto
          the
          Claims, perform line cutting and perform a six mile UTEM survey, and then
          demobilize from the area.  A UTEM survey utilizes more precise modern
          equipment to measure electromagnetic distortions caused by metallic minerals
          in
          rocks.
 
 2.
          Once
          Phase Two of our mineral exploration program is completed, we plan to engage
          a
          consulting geologist to interpret the results of the Phase Two program
          and
          develop a summary report. We plan to interpret and review the results of
          this
          report between December 2007 and February 2008.
 
 3.
          If we
          proceed with Phase Three of our mineral exploration program, our consulting
          geologist has indicated that we should budget approximately $106,000
          (CDN$112,640) for this phase. Our plan is to proceed with Phase Three of
          our
          explorations program in the summer of 2008 with a field crew who will mobilize
          onto the Claims and perform a significant amount of geochemical
          sampling.
 
 4.
          If we
          complete Phase Three of our mineral exploration program, we plan to engage
          a
          consulting geologist to interpret the results of the Phase Two program
          and
          develop a summary report. We plan to interpret and review the results of
          this
          report between September and December 2008.  Once we have completed and
          analyzed the results of our Phase Three mineral exploration program we
          will have
          a better understanding of the type of mineralization (if any) that there
          is on
          the Claims.
 
 **Chilean
          Mineral Claims**
 
 We
          have
          conducted groundwork on approximately twelve properties of interest to
          us in the
          Third Region district of Chile.  We have performed a considerable
          amount of due diligence on one of these properties and based on our exploratory
          work and the preliminary results we received from our geologists we are
          in the
          process of negotiating purchase terms with the owner of this
          property.  We are also waiting for the geological results on
          approximately eleven other mineral properties.
  13
 
 In
          anticipation of acquiring certain properties in Chile, we have formed a
          Chilean
          Limitada to hold our Chilean mineral property interests.  We have also
          contracted with an experienced manager resident in Chile who is organizing
          an
          office and other resources for us.
 
 The
          acquisition and exploration of the Chilean mineral claims is subject to
          our
          obtaining the necessary funding.
 
 **Chilean
          Subsidiary**
 
 On
          August
          21, 2007, in anticipation of acquiring certain properties in Chile we formed
          Minera Polymet Limitada, a company incorporated under the laws of the Republic
          of Chile.  We own a 99% interest in this company and our plan is that
          this Limitada will hold our Chilean mineral property interests.  Under
          Chilean law, in order to acquire mineral properties in Chile, a resident
          of
          Chile has be a shareholder in the Limitada. In respect of this, 1% of Minera
          Polymet Limitada is owned by a Chilean resident, an experienced manager
          who is
          organizing an office and other resources for us. We do not have any commitments
          or formal contracts with our Chilean manager.
 
 **Equity
          Financing**
 
 In
          our
          effort to raise additional funding 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
          commons share and 1/2 share purchase warrant.  The warrants are
          exercisable for a term of two years from closing at $0.50 per
          share.
 
 On
          August
          1, 2007, we issued a total of 333,334 units at $0.30 per unit by the way
          of a
          private placement for cash of $100,000. Each unit is compromised of one
          common
          share and 1⁄2 of one common share purchase warrant (a total of 166,667 stock
          purchase warrants).  Each warrant entitles the holder to purchase one
          common share for $0.50. The warrants have a two year term and will expire
          on
          August 13, 2009.
 
 Based
          on
          our plan of operations we anticipate incurring operating losses in the
          foreseeable future and we will require additional equity capital to support
          our
          operations and develop our business plan. Our ability to achieve and maintain
          profitability and positive cash flows is dependent upon our ability to
          locate
          profitable mineral properties, generate revenues from our mineral production
          and
          control production costs. However, failure to generate sufficient revenues
          or
          raise sufficient working capital will adversely affect our ability to achieve
          our ultimate business objectives. There is no assurance that we will be
          able to
          raise additional equity capital, locate profitable mineral properties,
          generate
          revenues from our mineral production or control production costs in the
          future.
          These factors raise substantial doubt regarding the Company’s ability to
          continue as a going concern. The accompanying unaudited financial statements
          do
          not give 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 our unaudited financial
          statements.
 
 If
          we are
          successful in completing an equity financing, the issuance of these additional
          shares will result in dilution to our exiting shareholders.
 
 **Operations
          Review**
 
 During
          the six months ended July 31, 2007, we had a net loss of $80,434. As of
          July 31,
          2007, our current assets consisted of cash of $1,847. When this cash balance
          is
          offset against our current obligations of $56,341 in accounts payable and
          $9,514
          in accrued liabilities we are left with a working capital deficit of
          $64,008.
 
 Our
          cash
          position as of the date of this filing is inadequate to satisfy our working
          capital needs for the next twelve months, based on completing Phases Two
          and
          Three of our exploration program on our Canadian Properties, covering our
          general and administrative expenses and in the event that we acquire a
          mineral
          property in Chile.
  14
 
 Over
          the
          next year we expect to spend $25,000 (CDN$26,400) on phase Two and $106,000
          (CDN$112,640) on Phase and Three of our mineral and exploration program
          on our
          Canadian properties.
 
 We
          expect
          our general and administrative expenses to increase due to the costs associated
          with sourcing out new mineral properties in Chile.
 
 We
          are
          presently looking at approximately 12 mineral properties in the Third Region,
          Chile. During July 2007, we visited these properties with our geologists
          and
          conducted initial exploratory work.  Based on this preliminary
          fieldwork and significant due diligence that we performed on one of these
          properties, we are in negotiations to acquire one of these 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. In anticipation of purchasing certain properties, on
          August
          21, 2007 we formed Minera Polymet Limitada in which we hold 99% of the
          shares.
          In order to acquire mineral properties in Chile, a resident of Chile has
          be a
          shareholder in the Limitada. Thus, 1% of Minera Polymet Limitada is owned
          by a
          Chilean resident, an experienced manager who is organizing an office and
          other
          resources for us. At present we do not have any commitments or a formal
          contracts with our Chilean manager.
 
 Over
          the
          next twelve months, we do not anticipate generating any revenue.  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, fund Phases Two and Three of our
          Canadian mineral exploration program, acquire and develop properties in
          Chile,
          commit to pay a resident manager, contract with geologists and set up operations
          in Chile.
  We
          may
          consider entering into a joint venture partnership with a major resource
          company
          to provide the required funding to complete Phase Three of our Canadian
          mineral
          exploration program.  In the event we acquire a mineral property in
          Chile, we would consider entering into a joint venture partnership with
          a major
          resource company to provide the funding needed to complete a mineral exploration
          program.  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**
 
 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 six months ended July 31, 2007 and 2006, the
          Company recognized $750 and $1,500 respectively, in donated rent and $1,500
          and
          $3,000 respectively, in donated services.
 
 We
          do not
          have any loans or advances payable to our director and we do not have any
          commitments in place to pay any administrative or director's fees to any
          related
          party.
 
 All
          of
          our Canadian mineral claims are registered in the name of our President
          and
          pursuant to a trust agreement are held in trust on our behalf.
 
 On
          June
          20, 2007 our President returned 24,500,000 restricted shares to treasury
          in
          return for $1.  These shares were subsequently cancelled.
  15
  **COMPARISON
          OF THE THREE AND SIX MONTHS ENDED JULY 31, 2007 AND 2006**
 
 ***Overall
          Results of Operations***
 
 During
          the six months ended July 31, 2007, we had a net loss of $80,434, which
          is an
          increase of $58,349 from our net loss of $22,085 for the six months ended
          July
          31, 2006.
 
 The
          increase in our net loss was primarily due to increases in our administrative,
          mineral and exploration costs, professional fees, regulatory fees and travel
          and
          entertainment.
 
 Over
          the
          next twelve months we expect our net loss to increase because we do not
          expect
          to generate any revenue, we expect our operating costs to increase due
          to our
          planned exploration programs on our Canadian properties and due to the
          costs
          associated with assessing mineral properties in Chile.  In the event
          that we acquire mineral properties in Chile and perform exploration work
          on
          these properties then we expect our net loss to be significantly
          higher.
 
 ***Revenues***
 
 We
          did
          not have any operating revenues from inception (January 10, 2005) to the
          date of
          this filing. To date our activities have been financed through the proceeds
          of
          share subscriptions. From inception (January 10, 2005) to the date of this
          filing, we have raised a total of $159,250 from private offerings of our
          common
          stock. Due to the nature of our business we do not expect to have operating
          revenues within the next year.
 
 ***Operating
          Expenses***
 
 Our
          operating expenses increased by $59,411 or 527% from $11,271 for the three
          months ended July 31, 2006 to $70,682 for the three months ended July 31,
          2007.
          The increase was primarily due to  approximate increases of $12,500 in
          our professional fees, $4,000 in regulatory fees, $8,000 in administrative
          costs,  $10,000 in mineral and exploration costs and $28,000 in travel
          and entertainment expenses.  These costs were partially offset by a
          decrease in donated services of $1,500 and donated rent of $750.
 
 Our
          operating expenses increased by $58,349 or 264% from $22,085 for the six
          months
          ended July 31, 2006 to $80,434 for the six months ended July 31, 2007.
          The
          increase was primarily due to approximate increases of $11,000 in our
          professional fees, $4,000 in regulatory fees, $8,000 in administrative
          costs,
          $10,000 in mineral and exploration costs and $28,000 in travel and entertainment
          expenses.  These costs were partially offset by a decrease in donated
          services of $1,500 and donated rent of $750.
 
 The
          increase in operating expenses was primarily due to increases in: administrative
          costs associated with outsourcing our administrative costs, accounting
          services
          and rent; mineral and exploration costs due to performing preliminary fieldwork
          on prospective Chilean properties; professional fees and regulatory costs
          associated with complying with regulatory filings and travel and entertainment
          in conjunction with exploratory work on potential Chilean mineral
          properties.
 
 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 rent
          and completing Phases Two and Three of our exploration program on our Canadian
          mineral properties.  If we acquire any mineral properties in Chile, we
          expect to have the following additional costs: mineral property acquisition
          costs, including professional fees; mineral and exploration costs including
          the
          cost of geologists; administrative costs including the costs associated
          with a
          resident manager and office; additional travel and entertainment
          costs.
 
 **Off-Balance-Sheet
          Arrangements**
 
 We
          have
          no off-balance sheet arrangements that have or are reasonably likely to
          have a
          current or future effect on our financial condition, changes in financial
          condition, revenue or expenses, results of operations, liquidity, capital
          expenditures or capital resources that is material to investors. We do
          not have
          any non-consolidated, special-purpose entities.
  16
 
 **Liquidity,
          Capital Resources and Financial Position**
 
 At
          July
          31, 2007, we had a cash balance of $1,847 and negative cash flows from
          operations of $13,630.
  The
          notes
          to our unaudited financial statements as of July 31, 2007, disclose our
          uncertain ability to continue as a going concern. We have not and do not
          expect
          to generate any revenues to cover our expenses while we are in the exploration
          stage and as a result we have accumulated a deficit of $137,507 since inception.
          As of July 31, 2007, we had $65,855 in current liabilities. When our current
          liabilities are offset against our current assets of $1,847 we are left
          with a
          working capital deficit of $64,008. While we have successfully generated
          sufficient working capital through the sale of common stock to the date
          of this
          filing and we believe that we can continue to do so for the next year,
          there are
          no assurances that we will succeed in generating sufficient working capital
          through the sale of common stock to meet our ongoing cash needs.
  ***Net
          Cash Used In Operating Activities***
 
 Net
          cash
          used in operating activities during the six months ended July 31, 2007,
          was
          $13,630. We used $80,434 to cover operating costs. These costs were offset
          by
          increases in accrued liabilities of $9,514 and accounts payable of $55,040
          and
          donated services and rent of $2,250.
  We
          intend
          to go to the pubic markets and raise sufficient working capital to sustain
          our
          operating and mining activities until such time as we become
          profitable.
 
 ***Net
          Cash Used in Investing Activities***
 
 We
          did
          not have any investing activities during the six months ended July 31,
          2007.
  ***Net
          Cash Provided By Financing Activities***
 
 We
          did
          not have any financing activities during the six months ended July 31,
          2007.
 
 **Contingencies
          and Commitments**
 
 We
          had no
          contingencies or long-term commitments at July 31, 2007.
 
 **Contractual
          Obligations**
 
 We
          did
          not have any contractual obligation at July 31, 2007.
  **Internal
          and External Sources of Liquidity**
 
 To
          date
          we have funded our operations from the sale of our common stock.
 
 **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.
 17
 
 **Item
        3. Controls and Procedures.**
 
 **Disclosure
        Controls and Procedures**
 
 John
        Di
        Cicco, Red Lake’s Chief Executive Officer and Chief Financial Officer, has
        evaluated the effectiveness of Red Lake’s disclosure controls and procedures (as
        such term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange
        Act of 1934 (the “**Exchange Act**” )) as of the end of the period
        covered by this quarterly report (the “**Evaluation Date**”). Based
        on such evaluation, Mr. Di Cicco has concluded that, as of the Evaluation
        Date,
        Red Lake’s disclosure controls and procedures are effective in alerting Red Lake
        on a timely basis to material information required to be included in its
        reports
        filed or submitted under the Exchange Act.
 
 **Changes
        in Internal Controls**
 
 During
        the quarter of the fiscal year covered by this report, there were no changes
        in
        Red Lake’s internal controls, or to Red Lake’s knowledge, no change in any other
        factors that have materially affected, or are reasonably likely to materially
        affect, these controls and procedures subsequent to the date Red Lake carried
        out this evaluation.
 
 **PART
        II - OTHER INFORMATION**
 
 **Item
        1. Legal Proceedings.**
 
 Red
        Lake
        is not a party to any pending legal proceedings and, to the best of Red Lake’s
        knowledge, none of Red Lake’s assets are the subject of any pending legal
        proceedings.
 
 **Item
        2. Unregistered Sales of Equity Securities and Use of
        Proceeds.**
 
 During
        the quarter of the fiscal year covered by this report, (i) Red Lake did not
        modify the instruments defining the rights of its shareholders, (ii) no rights
        of any shareholders were limited or qualified by any other class of securities,
        and (iii) Red Lake did not sell any unregistered equity securities, with
        the
        exception of the following. 
 **June
          2007 - Stock
          dividend**
 
 On
          June
          15, 2007, the board of directors of Red Lake declared a stock dividend
          on its
          outstanding shares of common stock.  For every share that a
          shareholder owned on June 26, 2007, that shareholder received an additional
          thirteen (13) shares on June 29, 2007.  On June 30, 2007, the stock
          dividend was ex-dividend and Red Lake’s trading price was adjusted
          accordingly.  The stock dividend resulted in an increase of the Red
          Lake’s issued and outstanding share capital from 5,525,000 shares of common
          stock to 77,350,000 shares of common stock.
 
 **June
          2007 – Return to
          Treasury**
 
 On
          June
          20, 2007, Red Lake entered into a Return to Treasury Agreement with John
          Di
          Cicco, the president of Red Lake, for the cancellation and return to treasury
          of
          24,500,000 (1,750,000 pre-stock dividend) shares of common stock.  The
          shares were cancelled and returned to treasury as authorized but unissued
          capital.
 
 **July
          2007 - $0.30 Private
          Placement Offering**
 
 On
          July
          26, 2007, the board of directors authorized the issuance of 6,666,667 restricted
          units at a subscription price of $0.30 per restricted unit.  Each
          restricted unit consisted of one restricted shares of common stock in the
          capital of Red Lake and one-half of a non-transferable share purchase
          warrant.  Each restricted whole warrant enabled the holder to purchase
          one additional restricted share of common stock in the capital of Red Lake
          at a
          price of $0.50 per restricted warrant for a period of two years.  On
          August 1, 2007, Red Lake had a closing of this offering and raised $100,000
          in
          cash and issued an aggregate 333,334 restricted units to one non-US subscriber
          outside the United States.
 
 For
          the
          one non-US subscriber in this closing, Red Lake relied upon Section 4(2)
          of the
          Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant
          to that
          Act by the Securities and Exchange Commission.  The value of the
          restricted units was arbitrarily set by Red Lake and had no relationship
          to its
          assets, book value, revenues or other established criteria of
          value.  All the restricted common shares issued in this offering were
          issued for investment purposes in a “private transaction”.  Management
          is satisfied that Red Lake complied with the requirements of the exemption
          from
          the registration and prospectus delivery of the Securities Act of
          1933.  The offering was not a public offering and was not accompanied
          by any general advertisement or any general solicitation.  Red Lake
          received from this subscriber a completed and signed subscription agreement
          containing certain representations and warranties, including, among others,
          that
          (a) the subscriber was not a U.S. person, (b) the subscriber subscribed
          for the
          shares and warrants for their own investment account and not on behalf
          of a U.S.
          person, and (c) there was no prearrangement for the sale of the shares
          or
          warrants with any buyer.  No offer was made or accepted in the United
          States and the share certificates representing the shares were issued bearing
          a
          legend with the applicable trading restrictions.
  **Item
        3. Defaults Upon Senior Securities.**
 
 During
        the quarter of the fiscal year covered by this report, no material default
        has
        occurred with respect to any indebtedness of Red Lake. Also, during this
        quarter, no material arrearage in the payment of dividends has
        occurred.
  18
 **Item
          4. Submission of Matters to a Vote of Security Holders.**
 
 No
          matter
          was submitted to a vote of security holders through the solicitation of
          proxies
          or otherwise, during the quarter of the fiscal year covered by this report,
          except
          for the following. 
 **June
            2007 – Increase of
            Authorized Capital**
 
 On
            June
            19, 2007, by way of consent resolutions, the shareholders approved by
            a majority
            vote the increase of the authorized capital from 75,000,000 to 200,000,000
            shares of common stock.  On June 29, 2007, Red Lake filed with the
            Securities & Exchange Commission a Schedule 14C – Preliminary Information
            Statement regarding the increase of the authorized capital.  Red Lake
            has not yet filed a definitive information statement but will do so once
            it has
            cleared comments with the Securities & Exchange Commission.  After
            the definitive information statement is filed, Red Lake will mail a copy
            of the
            Schedule 14C to each registered shareholder.  Following at least 21
            days after the mail out to shareholders, the increase in the authorized
            capital
            will be effective.  Red Lake did not solicit any proxy from any
            shareholder for the approval of the increase in the authorized
            capital.
 
 **Item
          5. Other Information.**
 
 During
          the quarter of the fiscal year covered by this report, Red Lake reported
          all
          information that was required to be disclosed in a report on Form
          8-K.
 **Item
        6. Exhibits**
 
 **(a)**
              **Index
                  to and Description of
                  Exhibits**
 
 All
        Exhibits required to be filed with the Form 10-QSB are incorporated by reference
        to Red Lake’s previously filed Form SB-2, Form 10-KSB, and Form
        10-QSB’s.
 
 **Exhibit**
              
              **Description**
              
              **Status****3.1**
              
              Articles
                  of Incorporation filed as an exhibit to Red Lake’s registration statement
                  on Form SB-2 filed on May 22, 2006, and incorporated herein by
                  reference.
              
              Filed**3.2**
              
              By-laws
                  filed as an exhibit to Red Lake’s registration statement on Form SB-2
                  filed on May 22, 2006, and incorporated herein by
                  reference.
              
              Filed**10.1**
              
              Property
                  Agreement dated November 15, 2005 between Ridgestake Resources
                  Inc. and
                  Red Lake Exploration, Inc. filed as an exhibit to Red Lake’s registration
                  statement on Form SB-2 filed on May 22, 2006, and incorporated
                  herein by
                  reference.
              
              Filed**10.2**
              
              Declaration
                  of Trust dated January 13, 2006 filed as an exhibit to Red Lake’s
                  registration statement on Form SB-2 filed on May 22, 2006, and
                  incorporated herein by reference.
              
              Filed**14**
              
              Financial
                  Code of Ethics filed as an exhibit to Red Lake’s Form SB-2 filed on May
                  22, 2006, and incorporated herein by reference.
              
              Filed**31**
              
              Certifications
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
              
              Included**32**
              
              Certification
                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002.
              
              Included
 
  **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:
                  September 13, 2007
              By:
              /s/ John
                Di CiccoName:
                John Di CiccoTitle:
                CEO and CFO
                (Principal
                  Executive Officer and
                Principal
                    Financial Officer)
  
 19