**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  **April
      30, 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 June 7, 2007**
              5,525,000





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)**


**April
                  30,****2007**
              
              **January
                  31,****2007****(Unaudited)****ASSETS**Current
                  assets:Cash
              
              $
              13,975
              
              $
              15,477Total
                  assets
              
              $
              13,975
              
              $
              15,477**LIABILITIES
                  AND STOCKHOLDERS' EQUITY**Current
                  liabilities:Accounts
                  payable
              
              $
              -
              
              $
              1,300Accrued
                  liabilities
              
              
              7,300
              
              
              -Total
                  liabilities
              
              
              7,300
              
              
              1,300Commitments
                  and contingenciesStockholders'
                  equity:Common
                  stock, $0.001 par value, authorized 75,000,000,5,525,000
                  issued and outstanding at April 30 and January 31, 2007
              
              
              5,525
              
              
              5,525Additional
                  paid in capital
              
              
              67,975
              
              
              65,725Deficit
                  accumulated during exploration stage
              
              
              (66,825
              )
              
              (57,073
              )Total
                  stockholders' equity
              
              
              6,675
              
              
              14,177Total
                  liabilities and stockholders' equity
              
              $
              13,975
              
              $
              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)**


**For
                  the Three Month**
              
              **From
                  January 10,****Periods
                  Ended April 30,**
              
              **2005
                  (Inception)****2007**
              
              **2006**
              
              **to
                  April 30,****2007**Operating
                  Expenses:Bank
                  charges and interest
              
              $
              47
              
              $
              64
              
              $
              711Donated
                  rent
              
              
              750
              
              
              750
              
              
              4,750Donated
                  service fees
              
              
              1,500
              
              
              1,500
              
              
              9,500Mineral
                  and exploration costs
              
              
              -
              
              
              -
              
              
              13,953Office
              
              
              30
              
              
              -
              
              
              346Professional
                  fees
              
              
              7,400
              
              
              8,500
              
              
              26,475Regulatory
              
              
              25
              
              
              -
              
              
              2,090Impairment
                  loss on mineral property costs
              
              
              -
              
              
              -
              
              
              9,000Net
                  loss for the period
              
              $
              (9,752
              )
              $
              (10,814
              )
              $
              (66,825
              )Net
                  loss per share - basic and diluted
              
              $
              (0.00
              )
              $
              (0.00
              )Weighted
                  average number of shares outstanding - basic and diluted
              
              
              5,525,000
              
              
              5,525,000
  **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)**
  **For
                  the Three Month**
              
              **From
                  January 10,****Periods
                  Ended April 30,**
              
              **2005
                  (Inception)****2007**
              
              **2006**
              
              **to
                  April 30, 2007**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (9,752
              )
              $
              (10,814
              )
              $
              (66,825
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Donated
                  services and rent
              
              
              2,250
              
              
              2,250
              
              
              14,250Impairment
                  loss on mineral property costs
              
              
              -
              
              
              -
              
              
              9,000Changes
                  in operating assets and liabilities:Accounts
                  payable
              
              
              (1,300
              )
              
              -
              
              
              -Accrued
                  liabilities
              
              
              7,300
              
              
              3,000
              
              
              7,300Net
                  cash used in operating activities
              
              
              (1,502
              )
              
              (5,564
              )
              
              (36,275
              )Cash
                  flows from investing activities:Acquisition
                  of mineral properties
              
              
              -
              
              
              -
              
              
              (9,000
              )Net
                  cash used in investing activities
              
              
              -
              
              
              -
              
              
              (9,000
              )Cash
                  flows from financing activities:Cash
                  from issuance of common stock
              
              
              -
              
              
              -
              
              
              59,250Net
                  cash provided by financing activities
              
              
              -
              
              
              -
              
              
              59,250(Decrease)
                  increase in cash during the period
              
              
              (1,502
              )
              
              (5,564
              )
              
              13,975Cash,
                  beginning of period
              
              
              15,477
              
              
              49,062
              
              
              -Cash,
                  end of period
              
              $
              13,975
              
              $
              43,498
              
              $
              13,975Supplemental
                  disclosure of non-cash investing and financing activities:Cash
                  paid during the period for:Taxes
              
              $
              -
              
              $
              -
              
              $
              -Interest
              
              $
              -
              
              $
              -
              
              $
              -




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)**


**APRIL
      30, 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. I n
        the
        opinion of management, all adjustments (including normal recurring accruals)
        considered necessary for a fair presentation have been included. Operating
        results for the three month period ended April 30, 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 April 30,
        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)**
 **APRIL
          30, 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.
  6
  **RED
          LAKE EXPLORATION, INC.**
 **(AN
          EXPLORATION STAGE COMPANY)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
 **(EXPRESSED
          IN US DOLLARS)**
 **APRIL
          30, 2007**
 **(UNAUDITED)**
  **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued**
  **Recent
        Accounting Pronouncements, continued**
  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.
  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.
  7
  **RED
          LAKE EXPLORATION, INC.**
 **(AN
          EXPLORATION STAGE COMPANY)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
 **(EXPRESSED
          IN US DOLLARS)**
 **APRIL
          30, 2007**
 **(UNAUDITED)**
  **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued**
  **Recent
        Accounting Pronouncements, continued**
 
 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.
 
 **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
        April 30, 2007, the Company has working capital of $6,675 and accumulated
        losses
        of $66,825 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 recognizes donated rent at $250 per month and donated services provided
        by the President of the Company at $500 per month. For the three months periods
        ended April 30, 2007 and 2006, the Company recognized $750 and $750
        respectively, in donated rent and $1,500 and $1,500 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)
  8
  **RED
        LAKE EXPLORATION, INC.**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **NOTES
        TO THE FINANCIAL STATEMENTS**
 **(EXPRESSED
        IN US DOLLARS)**
 **APRIL
        30, 2007**
 **(UNAUDITED)**
 
 **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
        April
        30, 2007 the Company’s mineral properties were in good standing. The Company is
        required to incur exploration expenditures of $10,000 (CDN$11,200) to retain
        title to the claims on or before August 27th each year.
  **NOTE
        6 - COMMON STOCK**
  On
        October 3, 2005, the Company issued 3,000,000 shares of common stock to the
        President of the Company at a price of $0.001 per share for proceeds of $3,000.
  On
        October 28, 2005, the Company issued 1,750,000 shares of common stock at
        a price
        of $0.01 per share for proceeds of $17,500.
  On
        January 31, 2006, the Company issued 775,000 shares of common stock at a
        price
        of $0.05 per share for proceeds of $38,750.


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* .
  10
 
 **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.
 
 ***Mineral
        Property Costs***
 
 We
        have
        been in the exploration stage since inception on 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
        three
        month period ended April 30, 2007, we did not have any mineral property
        exploration or acquisition costs.
 
 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.
  11
 
 ***Recent
        Accounting Pronouncements***
 
 Refer
        to
        Note 2, of our Notes to the Financial Statements for a discussion of recent accounting standards and pronouncements.
 
 **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.
  12
 
 **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.
 
 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 are in good standing until August 27, 2007.   In order to keep
        the Claims in good standing, we must perform and record exploration work
        of
        approximately $10,000 ( CDN $11,200)
        by August 27, 2007.
 
 **Plan
        of Operations**
 
 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 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 summers 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 summer of 2007, we plan to proceed with Phase Two of our mineral exploration
        program. Our consulting geologist has indicated that we should budget
        approximately $23,750 (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 September and December 2007.
 
 3.
        If we
        proceed with Phase Three of our mineral exploration program, our consulting
        geologist has indicated that we should budget approximately $101,500
        (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.
  13
 
 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**
 
 For
        the
        three months ended April 30, 2007, we had a net loss of $9,752. As of April
        30,
        2007, our current assets consisted of cash of $13,975. When this cash balance
        is
        offset against our current obligations of $7,300 in accrued liabilities we
        are
        left with working capital of $6,675.
 
 Our
        cash
        position as of the date of this filing is inadequate to satisfy our working
        capital needs. Over the next twelve months we anticipate that our general and administrative costs
        will remain the same and that Phase Two of our mineral exploration program
        is
        expected to cost approximately $23,750.
 
 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 or through the sale of a part interest in our Claims.  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 or that we will be able to sell a part interest in our Claims,
        to cover our general and administrative expenses or to fund Phase Two of
        our
        mineral exploration program.
  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 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 the Claims to our joint venture partner.
 
 **Related-Party
        Transactions**
 
 We
        recognize donated rent at $250 per month and donated services provided by
        our
        President at $500 per month. During the three month period ended April 30,
        2007,
        we recognized $750 in donated rent and $1,500 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.
  14
 
 **COMPARISON
        OF THE THREE MONTH PERIODS ENDED APRIL 30, 2007 AND 2006**
 
 ***Overall
        Results of Operations***
 
 During
        the three month period ended April 30, 2007, we had a net loss of $9,752,
        which
        is a decrease of $1,062 from our net loss of $10,814 for the three month
        period
        ended April 30, 2006. The decrease in our loss was primarily due to a decrease
        in professional fees.
 
 ***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 $59,250 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 decreased by $1,062 or 10% from $10,814 for the three
        month
        period ended April 30, 2006 to $9,752 for the three month period ended April
        30,
        2007. The decrease was primarily due to: an approximate decrease of $1,000
        in
        professional fees associated with the
        filing of our SB-2 in during fiscal 2007. Over the next twelve months we
        expect
        our operating costs to remain approximately the same. ****
 
 **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.
 
 **Liquidity,
        Capital Resources and Financial Position**
 
 At
        April
        30, 2007, we had a cash balance of $13,975 and negative cash flows from
        operations of $1,502.
  The
        notes
        to our unaudited financial statements as of April 30, 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 $66,825 since inception.
        As of April 30, 2007, we had $7,300 in current liabilities. When our current
        liabilities are offset against our current assets of $13,975 we are left
        with a
        working capital of $6,675. 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 three month period ended April 30,
        2007,
        was $1,502. We used $9,752 to cover operating costs and $1,300 to reduce
        accounts payable. These costs were offset by increases in accrued liabilities
        of
        $7,300 and donated services and rent of $2,250.
  We
        intend
        to manage our expenses and payments to preserve cash until we are
        profitable.
  15
 
 **** ***Net
        Cash Used in Investing Activities***
 
 We
        did
        not have any investing activities during the three months ended April 30,
        2007.
  ***Net
        Cash Provided By Financing Activities***
 
 We
        did
        not have any financing activities during the three months ended April 30,
        2007.
 
 **Contingencies
        and Commitments**
 
 We
        had no
        contingencies or long-term commitments at April 30, 2007.
 
 **Contractual
        Obligations**
 
 We
        did
        not have any contractual obligation at April 30, 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.
  16
 **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.





**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.





**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.





**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.




17





**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: June 13,
              2007
            By:
            /s/ John
              Di
              CiccoName:
              John Di CiccoTitle:CEO and CFO
              (Principal Executive Officerand
              Principal Financial
                Officer)









18