**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 **October 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**
            
            **Outstanding
                at December 12,
                2007**common
                stock - $0.001 par value
            
            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)** **CONSOLIDATED
            BALANCE SHEETS** **(EXPRESSED
              IN US
              DOLLARS)**
 **October
                    31,**
                  **2007**
                
                
                **January
                    31,**
                  **2007****(Unaudited)****ASSETS**Current
                    assets:Cash
                
                $
                14,108
                
                
                $
                15,477Total
                    assets
                
                $
                14,108
                
                
                $
                15,477**LIABILITIES
                    AND STOCKHOLDERS'
                    (DEFICIT) EQUITY**Current
                    liabilities:Accounts
                    payable
                
                $
                21,021
                
                
                $
                1,299Accrued
                    liabilities
                
                
                3,082
                
                
                
                -Due
                    to related
                    parties
                
                
                1,880
                
                
                
                1Total
                    liabilities
                
                
                25,983
                
                
                
                1,300Commitments
                    and
                    contingenciesStockholders'
                    (deficit)
                    equity:Common
                    stock, $0.001 par value,
                    authorized 200,000,000,53,183,334
                    and
                    77,350,000  issued and outstandingat
                    October 31, and January 31,
                    2007, respectively
                
                
                53,183
                
                
                
                77,350Additional
                    paid in
                    capital
                
                
                120,316
                
                
                
                (6,100
                )Deficit
                    accumulated during
                    exploration stage
                
                
                (185,374
                )
                
                
                (57,073
                )Total
                    stockholders' (deficit)
                    equity
                
                
                (11,875
                )
                
                
                14,177Total
                    liabilities and
                    stockholders' (deficit) equity
                
                $
                14,108
                
                
                $
                15,477
   **The
          accompanying notes are an
          integral part of these consolidated financial
          statements.**
  1
 **RED
          LAKE EXPLORATION,
          INC.**
 **(AN
          EXPLORATION STAGE COMPANY)** **CONSOLIDATED
            STATEMENTS OF OPERATIONS** **(EXPRESSED
              IN US DOLLARS)** **(UNAUDITED)**
 **From****January
                    10,****Three
                    Months**
                
                
                **Nine
                    Months**
                
                
                **2005
                      (Inception)****Ended
                    October
                    31,**
                
                
                **Ended
                    October
                    31,**
                
                
                **to
                    October 31,****2007**
                
                
                **2006**
                
                
                **2007**
                
                
                **2006**
                
                
                **2007**Operating
                    Expenses:Administrative
                
                $
                24,643
                
                
                $
                -
                
                
                $
                32,593
                
                
                $
                116
                
                
                $
                32,709Advertising
                    and
                    promotion
                
                
                2,754
                
                
                
                -
                
                
                
                2,754
                
                
                
                -
                
                
                
                2,754Bank
                    charges and
                    interest
                
                
                59
                
                
                
                33
                
                
                
                168
                
                
                
                472
                
                
                
                832Donated
                    rent
                
                
                -
                
                
                
                750
                
                
                
                750
                
                
                
                2,250
                
                
                
                4,750Donated
                    service
                    fees
                
                
                -
                
                
                
                1,500
                
                
                
                1,500
                
                
                
                4,500
                
                
                
                9,500Mineral
                    and exploration
                    costs
                
                
                4,506
                
                
                
                10,743
                
                
                
                17,536
                
                
                
                13,953
                
                
                
                31,489Office
                
                
                1,733
                
                
                
                -
                
                
                
                1,769
                
                
                
                -
                
                
                
                1,969Professional
                    fees
                
                
                11,765
                
                
                
                2,150
                
                
                
                36,888
                
                
                
                15,950
                
                
                
                55,963Regulatory
                
                
                1,501
                
                
                
                187
                
                
                
                5,660
                
                
                
                207
                
                
                
                7,725Travel
                    and
                    entertainment
                
                
                906
                
                
                
                7
                
                
                
                28,683
                
                
                
                7
                
                
                
                28,683Impairment
                    loss on mineral
                    property costs
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                9,000Net
                    loss for the
                    period
                
                $
                (47,867
                )
                
                $
                (15,370
                )
                
                $
                (128,301
                )
                
                $
                (37,455
                )
                
                $
                (185,374
                )Net
                    loss per share - basic and
                    diluted
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )Weighted
                    average number of
                    sharesoutstanding
                    - basic and
                    diluted
                
                
                53,183,334
                
                
                
                77,350,000
                
                
                
                65,526,435
                
                
                
                77,350,000
   **The
          accompanying notes are an
          integral part of these unaudited consolidated financial
          statements.**
  2
 **RED
              LAKE EXPLORATION,
              INC.**
 **(AN
              EXPLORATION STAGE COMPANY)** **CONSOLIDATED
                STATEMENTS OF CASH FLOWS** **(EXPRESSED
                  IN US DOLLARS)** **(UNAUDITED)**
 **From****January
                        10,****Nine
                        Months
                        Ended**
                    
                    
                    **2005
                          (Inception)****October
                        31,**
                    
                    
                    **to
                        October 31,****2007**
                    
                    
                    **2006**
                    
                    
                    **2007**Cash
                        flows from operating
                        activities:Net
                        loss
                    
                    $
                    (128,301
                    )
                    
                    $
                    (37,455
                    )
                    
                    $
                    (185,374
                    )Adjustments
                        to reconcile net loss
                        to net cash used in operating activities:Donated
                        services and
                        rent
                    
                    
                    2,250
                    
                    
                    
                    6,750
                    
                    
                    
                    14,250Impairment
                        loss on mineral
                        property costs
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    9,000Changes
                        in operating assets and
                        liabilities:Accounts
                        payable
                    
                    
                    19,721
                    
                    
                    
                    13,293
                    
                    
                    
                    21,021Accrued
                        liabilities
                    
                    
                    3,082
                    
                    
                    
                    -
                    
                    
                    
                    3,082Due
                        to related
                        parties
                    
                    
                    1,879
                    
                    
                    
                    -
                    
                    
                    
                    1,879Net
                        cash used in operating
                        activities
                    
                    
                    (101,369
                    )
                    
                    
                    (17,412
                    )
                    
                    
                    (136,142
                    )Cash
                        flows from investing
                        activities:Acquisition
                        of mineral
                        properties
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (9,000
                    )Net
                        cash used in investing
                        activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (9,000
                    )Cash
                        flows from financing
                        activities:Proceeds
                        from issuance of common
                        stock
                    
                    
                    100,000
                    
                    
                    
                    -
                    
                    
                    
                    159,250Net
                        cash provided by financing
                        activities
                    
                    
                    100,000
                    
                    
                    
                    -
                    
                    
                    
                    159,250(Decrease)
                        increase in cash during
                        the period
                    
                    
                    (1,369
                    )
                    
                    
                    (17,412
                    )
                    
                    
                    14,108Cash,
                        beginning of
                        period
                    
                    
                    15,477
                    
                    
                    
                    49,062
                    
                    
                    
                    -Cash,
                        end of
                        period
                    
                    $
                    14,108
                    
                    
                    $
                    31,650
                    
                    
                    $
                    14,108Supplemental
                        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 consolidated financial
              statements.**
  3
  **RED
            LAKE EXPLORATION, INC.**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **(EXPRESSED
            IN US DOLLARS)**
 **OCTOBER
            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.  On August 21, 2007, Red Lake acquired a 99% interest in
            Minera Polymet Limitada (“Minera Polymet”), a limited liability company formed
            on August 21, 2007, under the laws of the Republic of Chile. 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 consolidated 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
            consolidated 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 nine months ended October 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 consolidated 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.
 
 **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:
 
 **Principles
            of Consolidation**
 
 The
            Company’s consolidated financial statements have been prepared in accordance
            with accounting principles generally accepted in the United States.
  These
            consolidated financial statements include the financial statements of
            Red Lake
            and it subsidiary. All significant intercompany balances and transactions
            have
            been eliminated from the consolidated financial results.
 
 **Reclassifications**
  Certain
            amounts in the prior period’s financial statements have been reclassified to
            conform to the current period’s presentation.
  4
 **RED
                  LAKE EXPLORATION, INC.**
 **(AN
                  EXPLORATION STAGE COMPANY)**
 **NOTES
                  TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **(EXPRESSED
                  IN US DOLLARS)**
 **OCTOBER
                  31, 2007**
 **(UNAUDITED)**
   **NOTE
                  2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
                  continued**
 
 **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 October 31,
            2007, the Company did not have any asset retirement obligations.
  **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.
  5
 **RED
              LAKE EXPLORATION, INC.**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **(EXPRESSED
              IN US DOLLARS)**
 **OCTOBER
              31, 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.
  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.
  6
 **RED
              LAKE EXPLORATION, INC.**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **(EXPRESSED
              IN US DOLLARS)**
 **OCTOBER
              31, 2007**
 **(UNAUDITED)**
   **NOTE
              3 - GOING CONCERN**
 
 These
            consolidated financial statements have been prepared on a going concern
            basis,
            which implies the Company will continue to realize its assets and discharge
            its
            liabilities in the normal course of business. The Company has not generated
            any
            revenues since inception and has never paid any dividends and is unlikely
            to pay
            dividends or generate earnings in the immediate or foreseeable future.
            The
            continuation of the Company as a going concern is dependent upon the
            continued
            financial support 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 October 31, 2007, the Company had negative working
            capital of $11,875 and accumulated losses of $185,674 since inception.
            These
            factors raise substantial doubt regarding the Company’s ability to continue as a
            going concern. There is no assurance that the Company will be able to
            generate
            revenues in the future. These consolidated financial statements do not
            give any
            effect to any adjustments that would be necessary should the Company
            be unable
            to continue as a going concern and therefore be required to realize its
            assets
            and discharge its liabilities in other than the normal course of business
            and at
            amounts different from those reflected in the accompanying consolidated
            financial statements.
  **NOTE
            4 - RELATED PARTY TRANSACTIONS**
  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
            nine months ended October 31, 2007 and 2006, the Company recognized $750
            and
            $1,500 respectively, in donated rent and $2,250 and $4,500 respectively,
            in
            donated services.
  At
            October 31, 2007 and January 31, 2007, the Company was indebted to a
            company
            controlled by a director in the amount of $1,395 and $0. During the nine
            months
            ended October 31, 2007 and 2006, the Company paid $17,536 and $0 in exploration
            fees to the same company.
  At
            October 31, 2007 and January 31, 2007, the Company was indebted to a
            director in
            the amounts of $485 and $0 for expenses that this director paid on behalf
            of the
            Company.
  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)
  7
 **RED
              LAKE EXPLORATION, INC.**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **(EXPRESSED
              IN US DOLLARS)**
 **OCTOBER
              31, 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
            October 31, 2007 the Company’s Canadian mineral properties were in good
            standing. The Company is required to incur exploration expenditures of
            $11,855
            (CDN$11,200) to retain title to the claims on or before August 27th each
            year. In order to comply with the requirement of incurring exploration
            expenditures of $11,855 (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 10)
 
 **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)
 
 On
            August
            1, 2007, the Company issued 333,334 units at $0.30 per unit by way of
            a private
            placement for cash of $100,000. Each unit compromises one common share
            and 1⁄2 of
            one common share purchase warrant (a total of 166,667 common stock purchase
            warrants).  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 1,
            2009.  (Note 7)
  8
 **RED
              LAKE EXPLORATION, INC.**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **(EXPRESSED
              IN US DOLLARS)**
 **OCTOBER
              31, 2007**
 **(UNAUDITED)**
 **NOTE
            7 – WARRANTS**
 
 All
            of
            Red Lakes’ warrants were issued in connection with the issuance of units (one
            common share and 1⁄2 common share purchase warrant).  (Note
            6)
 
 During
            the nine months ended October 31, 2007 and the year ended January 31,
            2007, the
            following share purchase warrants were granted:
 
 **October
                      31,**
                    **2007**
                  ****
                  ****
                  **January
                      31,**
                    **2007**Balance
                      at the beginning of the period
                  
                  
                  -
                  
                  
                  
                  -Warrants
                      granted
                  
                  
                  166,667
                  
                  
                  
                  -Balance
                      at the end of the period
                  
                  
                  166,667
                  
                  
                  
                  -
  **NOTE
              8 - COMMITTMENT**
 
 On
              September 27, 2007, Minera Polymet, the Company’s subsidiary entered into an
              agreement to assign contract for the option to purchase mining holdings
              (“agreement”), whereby Minera Polymet has agreed to acquire an option to
              purchase the mining holdings called Farellon Alto Uno al Ocho, located
              in the
              Sierra Pan de Azucar, Province of Huasco, Commune of Huasco, Third
              Region of
              Atacama in Chile.  Minera Polymet has agreed to pay $250,000, once the
              option is assigned.  The option will be assigned when the agreement is
              recorded with the register of the Conservator of Mines at Freirina
              in
              Chile.  Minera Polymet can purchase the mining property by paying
              $300,000 before May 4, 2008, and a total of $600,000 in royalty
              payments.  The royalty payments are to be paid monthly, once
              exploration begins and they are based on the greater of $1,000 per
              month or 1.5%
              of the net sales of minerals extracted.  (Notes 9 and 10)
  **NOTE
              9 – ACQUISITION OF BUSINESS**
  The
              acquisition of Minera Polymet on August 21, 2007 has been accounted
              for by the
              purchase method of accounting.  Minera Polymet did not have any net
              assets or operations on the date of acquisition, August 21, 2007, which
              was also
              Minera Polymet’s date of inception.  On August 21, 2007 the Company
              paid US$1,895 to acquire a 99% interest in Minera Polymet. (Notes 8
              and
              10)
 Pro
            forma
            operating results for the Company, assuming the acquisition of Minera
            Polymet
            occurred on January 31, 2007, have not been provided because Minera Polymet
            was
            not formed at January 31, 2007.
  **NOTE
            10 – SUBSEQUENT EVENT**
 
 On
            November 20, 2007, the Company abandoned its mineral properties located
            in
            Ontario, Canada.  (Note 5)
 
 On
            November 20, 2007, the assignment of the option on mineral holdings in
            Chile was
            recorded with the register of the Conservator of Mines at Freirina in
            Chile.  (Note 8)
  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 that
                we have filed
                or will file with the Securities and Exchange Commission (as well
                as information
                included in oral or written statements that we have made or others
                have made 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.
 
 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
                that we have made or others have made 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**
  You
                should read this discussion and analysis in conjunction with our
                interim
                unaudited consolidated financial statements and related notes included
                in this
                Form 10-QSB, and the audited financial statements and related notes
                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
                in
                this Form 10-QSB 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.  We have an option to purchase claims in
                Chile.  We had claims in Ontario, Canada, but were not encouraged by
                the work that we conducted on them and let them lapse on November
                27,
                2007.  We have not determined whether our properties contain mineral
                reserves that are economically recoverable.  We have not 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.
 
 ***Principles
                of Consolidation***
 
 We
                have
                prepared our consolidated financial statements in accordance with
                accounting
                principles generally accepted in the United States.
 
 Our
                consolidated financial statements include the financial statements
                of Red Lake
                and our subsidiary, Minera Polymet Limitada.  All significant
                intercompany balances and transactions have been eliminated from
                the
                consolidated financial results.
  ***Mineral
                Property Costs***
 
 We
                have
                been in the exploration stage since our inception on January 10,
                2005, and have
                not yet realized any revenue from our operations.  We are primarily
                engaged in the acquisition and exploration of mining properties.  We
                expense mineral property exploration costs as they are incurred.  We
                capitalize our mineral property acquisition costs when we incur them
                using the
                guidance in the Emerging Issues Task Force 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.  We recognize impairment
                when the sum of the expected, undiscounted future cash flow 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 nine months ended October 31,
                2007, we spent $17,536 conducting groundwork on approximately twelve
                mineral
                properties of interest to us in Chile.
 
 When
                we
                have determined that a mineral property can be economically developed
                as a
                result of our having established proven and probable reserves, we
                will
                capitalize the costs then incurred to develop the property.  We will
                amortize these costs using the units-of-production method over the
                estimated
                life of the probable reserves.  If mineral properties are subsequently
                abandoned or impaired, we will charge any capitalized costs 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 the majority of our cash holdings in United States
                          dollars.●
                      We
                          will sell any minerals recovered from our mineral claims
                          (“Claims”) in
                          United States dollars.●
                      Our
                          administrative expenses are incurred in United States
                          dollars.
 ●
                      All
                          of our cash flows are generated in United States
                          dollars.●
                      The
                          focus of our business is in Chile, where property acquisitions
                          are
                          generally negotiated in United States
                          dollars.
  11
  We
                translate monetary assets and liabilities denominated in foreign
                currencies in
                accordance with SFAS No. 53 *Foreign Currency Translation*, using the
                exchange rate prevailing at the balance sheet date.  We include gains
                and losses arising on settlement of foreign currency denominated
                transactions or
                balances in our income.  We have undertaken our foreign currency
                transactions to date primarily in Canadian dollars.  We have not, to
                the date of these consolidated 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 consolidated financial statements for a discussion
                of our recent accounting standards and pronouncements.
  **Risks
                and Uncertainties**
  An
                investment in our common stock involves a number of very significant
                risks.
 
 A
                number
                of known material risks and uncertainties are reasonably likely to
                have a
                material impact on our revenue, operations, liquidity and income
                over the short
                and long term. The primary risk that we face over the long term is
                that our
                mineral 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 have no minerals to sell.
 
 A
                number
                of industry-wide risk factors affect our business.  Mineral
                exploration is inherently risky.  Very few exploration companies go on
                to discover economically viable mineral deposits or reserves that
                ultimately
                result in an operating mine.  For us to 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.
 
 We
                may be
                unable to finance our exploration plans.  With each unsuccessful
                attempt to locate a commercially viable mineral deposit, we become
                more
                unattractive in the eyes of investors.  Over the long term this can
                become a serious issue that can be difficult to overcome. Without
                adequate
                financing, we cannot operate exploration programs.  This risk is faced
                by all exploration companies and it is not unique to us.
 
 We
                cannot
                assure that we will succeed in developing our business plan and achieving
                a
                profitable level of operations sufficient to meet our ongoing cash
                needs. We
                have, however, successfully generated sufficient working capital
                and liquidity
                through the issuance of common stock until the date of this filing,
                and believe
                that we can continue to do so for the next twelve months.
 
 **Overview**
 
 On
                November 20, 2007 we decided to abandon our mineral claims in the
                Red Lake
                Mining District, Ontario, Canada.
  In
                anticipation of acquiring certain properties in Chile, on August
                21, 2007, we
                formed Minera Polymet Limitada, a Chilean limited liability company,
                to hold our
                Chilean mineral property interests.  We have a 99% interest in Minera
                Polymet.  Minera Polymet had no assets, liabilities or operations when
                we formed it.
  12
 
 On
                November 20, 2007, we acquired an option to purchase mineral properties
                in
                Chile.  We are conducting groundwork on approximately eleven other
                properties of interest to us in Chile.  Over the next year we are
                planning to concentrate on the exploration and development of our
                properties in
                Chile
 
 **Plan
                of Operation**
 
 *Chilean
                Mineral Claims*
 
 We
                have
                conducted groundwork on approximately twelve properties of interest
                to us in the
                Third Region of Chile.  We have performed a considerable amount of due
                diligence on one of these properties.  Based on the preliminary
                results of our exploratory work, on September 27, 2007, we entered
                into an
                agreement to acquire an option to purchase the mineral concessions
                Farellon Alto
                Uno al Ocho, located in the Sierra Pan de Azucar, Province of Huasco,
                Third
                Region of Atacama in Chile.  We agreed to pay $250,000, upon recording
                the assignment of the option with the Conservator of Mines in Freirina,
                Chile.  On November 20, 2007, the assignment of the option on mineral
                holdings was recorded.  Under the terms of the agreement, we can
                purchase the mining property by paying $300,000 by May 4, 2008, and
                a royalty
                equal to 1.5% of the net sales of minerals extracted from the property
                for a
                total of $600,000.  The royalty payments are due monthly once
                exploration begins, and are subject to a minimum monthly payment
                of
                $1,000.
 
 We
                have
                contracted with an experienced manager resident in Chile who is organizing
                an
                office and other resources for us.
  The
                Farellon property is located in Chile's III Region in the highly
                prospective
                Candelaria Iron Oxide Copper Gold (IOCG) Belt, home of the Phelps
                Dodge
                Candelaria Mine.  The Candelaria copper mine has been in production
                since 1993 and has reported proven reserves of 283 million tonnes
                grading 0.64%
                copper.  Recent surface sampling on the Farellon property has returned
                values of up to 6.7% Cu, and ICP analysis of surface samples indicates
                mineralogy assemblages consistent with classic IOCG deposits. Historic
                drilling
                on the property has intersected sulphide and oxide mineralization
                to a depth of
                150 meter and outlined a 1.7 kilometer strike length.  Significant
                intersections included:
  9m
                3.72
                g/T Au 2.49% Cu 0.06% Co
 3m
                4.17
                g/T Au 5.29% Cu 0.11% Co
 10m
                1.53
                g/T Au 1.31% Cu 0.04% Co
 20m
                0.97
                g/T Au 1.22% Cu 0.02% Co
  We
                are
                waiting for the geological results on approximately eleven other
                mineral
                properties.  On all of these properties, we have contracted with
                geologists to analyze the rock samples, perform due diligence, evaluate
                and
                analyze their findings and prepare geological reports.
 
 Over
                the
                next year we are planning to concentrate on the exploration and development
                of
                our property in Chile and if the results are promising, we are planning
                to
                acquire additional Chilean mineral properties.
 
 The
                acquisition and exploration of our Chilean mineral claims is subject
                to our
                obtaining the necessary funding.
 
 *Chilean
                Subsidiary*
  On
                August
                21, 2007, we formed Minera Polymet Limitada, a limited liability
                company, under
                the laws of the Republic of Chile.  We own a 99% interest in this company,
                which will hold our Chilean mineral property interests.  Under Chilean
                law, in order to acquire mineral properties in Chile, a resident
                of Chile must
                be a shareholder in a limitada.  To meet this requirement, 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.
  13
 
 *Equity
                Financing*
 
 To
                generate working capital, on July 26, 2007, we approved a Regulation
                S offering
                for the issuance of up to 6,666,667 units at $0.30 per unit.  Each
                unit consists of one common share and one-half of a share purchase
                warrant (a
                total of 3,333,334 warrants).  The warrants are exercisable for a term
                of two years from closing at $0.50 per share.  On August 1, 2007, we
                issued 333,334 units in a private placement under this offering for
                cash of
                $100,000.  The warrants will expire on August 1, 2009.
 
 Based
                on
                our plan of operations, we anticipate incurring operating losses
                in the
                foreseeable future and will require additional equity capital to
                support our
                operations and develop our business plan.  Our ability to achieve and
                maintain profitability and positive cash flow depends upon our ability
                to locate
                profitable mineral properties, generate revenue from our mineral
                production and
                control production costs.  However, a failure to generate sufficient
                revenue or raise sufficient working capital will adversely affect
                our ability to
                achieve our ultimate business objectives.  We cannot assure you that
                we will be able to raise additional equity capital, locate profitable
                mineral
                properties, generate revenue from our mineral production or control
                production
                costs in the future.  These factors raise substantial doubt about our
                ability to continue as a going concern.  The accompanying unaudited
                consolidated financial statements do not give effect to any adjustments
                that
                would be necessary should we be unable to continue as a going concern
                and be
                required to realize our assets and discharge our liabilities in other
                than the
                normal course of business and at amounts different from those reflected
                in our
                unaudited consolidated financial statements.
 
 If
                we are
                successful in completing an equity financing, the issuance of the
                additional
                shares will result in dilution to our exiting shareholders.
 
 **Operations
                Review**
 
 During
                the nine months ended October 31, 2007, we had a net loss of
                $128,301.  As of October 31, 2007, our current assets consisted of
                cash of $14,108.  Offsetting this cash balance, we have current
                obligations of $21,021 in accounts payable, $3,082 in accrued liabilities
                and
                $1,880 in amounts due to related parties, leaving us with a working
                capital
                deficit of $11,875.
 
 Our
                cash
                position as of the date of this filing is inadequate to satisfy our
                working
                capital needs for the next twelve months, which include approximately
                $560,000
                to pay for the option and acquisition costs of our Chilean property,
                exploration
                and development expenses on the Chilean property, and our general
                and
                administrative expenses.
  We
                expect
                our general and administrative expenses to increase due to the costs
                associated
                with exploration and development of our mineral properties in Chile
                and the
                sourcing of additional mineral properties in Chile.
 
 We
                do not
                anticipate generating any revenue over the next twelve months.  We plan to
                fund our operations through equity financing from the sale of our
                common stock,
                private loans, joint ventures or through the sale of a part interest
                in our
                mineral properties.  We do not have any financing arranged and cannot
                provide any assurance that we will be able to raise sufficient funding
                from the
                sale of our common stock, private loans, joint ventures or that we
                will be able
                to sell a part interest in our mineral properties in order to cover our
                general and administrative expenses, acquire and develop properties
                in Chile,
                commit to pay a resident manager, contract with geologists and set
                up operations
                in Chile.
  We
                may
                consider entering into a joint venture partnership with a more senior
                resource
                company to provide the funding needed to complete a mineral exploration
                program
                in Chile.  Although we have not attempted to locate a joint venture
                partner, if we enter into a joint venture arrangement, we would assign
                a
                percentage of our interest in our mineral property to our joint venture
                partner.
  14
 
 **Related-Party
                Transactions**
 
 We
                recognized donated rent at $250 per month and donated services provided
                by our
                president at $500 per month until April 30, 2007. ****For the
                nine months ended October 31, 2007 and 2006, we recognized $750 and
                $1,500
                respectively in donated rent, and $2,250 and $4,500 respectively
                in donated
                services.
  At
                October 31, 2007 we owed a company controlled by a director in the
                amount of
                $1,395.  During the nine months ended October 31, 2007, we paid
                $17,536 in exploration fees to the same company.
  At
                October 31, 2007 we owed a director $485 for expenses that this director
                paid on
                our behalf.
  We
                do not
                have any loans or advances payable to our directors and we do not
                have any
                commitments in place to pay any administrative or directors’ fees to any related
                party.
 
 On
                June
                20, 2007, our president returned 24,500,000 restricted shares to
                treasury in
                return for $1.  We cancelled these shares.
  **COMPARISON
                OF THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2007 AND
                2006**
 
 ***Overall
                Results of Operations***
 
 During
                the nine months ended October 31, 2007, we had a net loss of $128,301,
                which is
                an increase of $90,846 from our net loss of $37,455 for the nine
                months ended
                October 31, 2006.  This 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.
 
 We
                expect
                our net loss over the next twelve months to be significantly
                higher.  We do not expect to generate any revenue; and our operating
                costs will increase to include exploration and development costs
                and the payment
                for the purchase of the Chilean property.
 
 ***Revenue***
 
 We
                did
                not have any operating revenue 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 our inception on January 10,
                2005, to the date of this filing, we have raised a total of $173,501
                from
                private offerings of our common stock.  Due to the nature of our
                business, we do not expect to have operating revenue within the next
                year.
 
 ***Operating
                Expenses***
 
 Our
                operating expenses increased by $32,497, or 211%, from $15,370 for
                the three
                months ended October 31, 2006 to $47,867 for the three months ended
                October 31,
                2007.  The increase was primarily due to increases of approximately
                $25,000 in administrative fees, $9,500 in professional fees, $3,000
                in
                advertising and promotional activities, $1,700 in office expenses,
                and $1,500 in
                regulatory fees.  These costs were partially offset by decreases of
                approximately $6,000 in mineral and exploration costs, donated services
                of
                $1,500 and donated rent of $750.
 
 Our
                operating expenses increased by $90,846, or 243%, from $37,455 for
                the nine
                months ended October 31, 2006, to $128,301 for the nine months ended
                October 31,
                2007.  The increase was primarily due to increases of approximately
                $32,000 in administrative costs, $28,500 in travel and entertainment
                expenses,
                $21,000 in professional fees, $5,500 in regulatory fees, $3,500 in
                mineral and
                exploration costs, $3,000 in advertising and promotional activities,
                and $2,000
                office expenses.  These costs were partially offset by decreases in
                donated services of $3,000 and donated rent of $1,500.
  15
 
 The
                increase in our operating expenses was primarily due to increases
                in
                administrative costs associated with outsourcing our administration,
                accounting
                services and rent, the costs of performing preliminary fieldwork
                on our Chilean
                properties, professional fees and regulatory compliance costs, and
                travel and
                entertainment in conjunction with exploratory work on our 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
                paying rent; option and mineral property acquisition costs, including
                professional fees; mineral and exploration costs, including the cost
                of
                geologists; administrative costs including the costs associated with
                having a
                resident manager and office in Chile; and additional travel and entertainment
                costs.
 
 **Off-Balance-Sheet
                Arrangements**
 
 We
                have
                no off-balance sheet arrangements 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
                October 31, 2007, we had a cash balance of $14,108 and negative cash
                flow from
                operations of $101,369.
  The
                notes
                to our unaudited consolidated financial statements as of October
                31, 2007,
                disclose our uncertain ability to continue as a going concern.  We
                have not generated, and do not expect to generate, any revenue to
                cover our
                expenses while we are in the exploration stage and as a result we
                have
                accumulated a deficit of $185,374 since inception.  As of October 31,
                2007, we had $25,983 in current liabilities.  When our current
                liabilities are offset against our current assets of $14,108, we
                are left with a
                working capital deficit of $11,875.  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 nine months ended October
                31, 2007, was
                $101,369.  We used $128,301 to cover operating costs.  These
                costs were offset by increases in accounts payable of $19,721, accrued
                liabilities of $3,082, amounts due to related parties of $1,879,
                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 we become profitable.
  ***Net
                Cash Used in Investing Activities***
  We
                did
                not have any investing activities during the nine months ended October
                31,
                2007.
  ***Net
                Cash Provided By Financing Activities***
 
 Financing
                activities during the nine months ended October 31, 2007, provided
                net cash of
                $100,000.  On August 1, 2007, we issued a total of 333,334 units at
                $0.30 per unit in a private placement for cash of $100,000.  Each unit
                compromises one common share and one-half of one share purchase warrant
                entitling the holder to purchase one common share for $0.50.  The
                warrants have a two-year term ending on August 1, 2009.
  16
 
 **Contingencies
                and Commitments**
 
 We
                had no
                contingencies at October 31, 2007.  We had the following long-term
                commitment at October 31, 2007.
 
 On
                September 27, 2007, we were assigned an option to purchase the mining
                holdings
                called Farellon Alto Uno al Ocho, located in the Sierra Pan de Azucar,
                Province
                of Huasco, Third Region of Atacama in Chile.  Under the terms of the
                assignment, we have agreed to pay $250,000 on or before March 1,
                2008, $300,000
                before May 4, 2008, and a royalty equal to 1.5% of the net sales
                of minerals
                extracted from the property for a total of $600,000.  The royalty
                payments are due monthly once exploration begins, and are subject
                to a minimum
                monthly payment of $1,000.
 
 **Contractual
                Obligations**
 
 Our
                commitments under the Farellon agreement are the only contractual
                obligations
                that we have.  The following table contains supplemental information
                regarding total contractual obligations and commitments as of October
                31,
                2007.
 
 **Payments
                          due by period****Total**
                      
                      
                      **Less****than**
                        **1
                          year**
                      
                      
                      **1-3**
                        **years**
                      
                      
                      **3-5**
                        **years**
                      
                      
                      **More
                          than**
                        **5
                          years**Option
                          payment
                      
                      $
                      250,000
                      
                      
                      $
                      250,000
                      
                      
                      $
                      0
                      
                      
                      $
                      0
                      
                      
                      $
                      0Partial
                          purchase payment
                      
                      
                      300,000
                      
                      
                      
                      300,000
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0Estimated
                          royalty payments
                      
                      
                      600,000
                      
                      
                      
                      12,000
                      
                      
                      
                      24,000
                      
                      
                      
                      24,000
                      
                      
                      
                      540,000Total
                      
                      $
                      1,150,000
                      
                      
                      $
                      562,000
                      
                      
                      $
                      24,000
                      
                      
                      $
                      24,000
                      
                      
                      $
                      540,000
  **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, in 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,
              except for
              the following:
 
 **July
              2007 - $0.30 Private Placement
              Offering**
 
 On
              July
              26, 2007, the board of directors authorized the issuance of 6,666,667
              unregistered and restricted units of at a subscription price of $0.30
              per
              restricted unit.  Each unit consists of one restricted share of common
              stock and one-half of a restricted warrant.  Each whole restricted
              warrant entitles the holder to purchase an additional restricted share
              of common
              stock at an exercise price of $0.50 per warrant for a term of two years
              from
              closing.
 
 During
              the quarter of the fiscal year covered by this report, Red Lake raised
              $100,000
              in cash in one closing of this offering, and issued an aggregate 333,334
              restricted units to one non-US subscriber outside the United
              States.  Red Lake set the value of the restricted units arbitrarily
              without reference to its assets, book value, revenues or other established
              criteria of value.  All the restricted units issued in this closing
              were issued for investment purposes in a “private transaction”.
 
 For
              the
              one non-US subscriber outside the United States in the 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.  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 each 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 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 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.
  18
 
 **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.
 
 **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**10.3**
                    Agreement
                        to assign contract for the option to purchase mining holdings
                        dated
                        September 25, 2007 between Minera Farellón Limitada and Minera Polymet
                        Limitada , filed as an exhibit to Red Lake’s Form 8-K (Current Report)
                        filed on October 2, 2007, and incorporated herein by
                        reference.
                    Filed**10.4**
                    Contract
                        for the option to purchase mining holdings dated May 2, 2007
                        between
                        CompaZia
                        Minera Romelio Alday Limitada and Minera Farellón Limitada, filed as an
                        exhibit to Red Lake’s Form 8-K (Current Report) filed on October 2, 2007,
                        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
  19
 **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:
                  December 12, 2007
              By:
              /s/ John
                Di CiccoName:
                John Di CiccoTitle:
                CEO and CFO
                (Principal
                  Executive Officer andPrincipal
                  Financial Officer)
     20