**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 000-52056**








**OPES
                EXPLORATION INC.**(Exact
                name of small business issuer as specified in its
                charter)








Nevada
              (State
                or other jurisdiction of incorporation or organization)
            00-0000000
              (I.R.S.
                Employer Identification No.)9620
                Williams Road, Richmond, British Columbia, V7A 1H2, Canada
              (Address
                of principal executive offices)604-723-9660
              (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 14, 2007**common
                stock - $0.001 par value
            43,355,000





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





**Page
          - 1**










**PART
      I – FINANCIAL INFORMATION**





**Item
      1.                      Financial
      Statements.**








**OPES
      EXPLORATION INC.**


**(an
      exploration stage company)**





**INTERIM
      FINANCIAL STATEMENTS**





**October
      31, 2007**





**(Unaudited)**














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







**Page
          - 2**







Opes
      Exploration Inc.


(An
      Exploration Stage Company)


Balance
      Sheets


(Expressed
      in U.S. dollars)


(Unaudited)











October
                31,
              2007
              $
            
            
            January
                31,
              2007
              $ASSETSCurrent
                AssetsCash
            
            
            243,063
            
            
            
            24,957Prepaid
                expenses
            
            
            18,082
            
            
            
            3,410Total
                Assets
            
            
            261,145
            
            
            
            28,367LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                LiabilitiesAccounts
                payable
            
            
            11,948
            
            
            
            2,250Accrued
                liabilities
            
            
            1,358
            
            
            
            1,742Due
                to related parties (Note 3(b))
            
            
            92
            
            
            
            75Total
                Liabilities
            
            
            13,398
            
            
            
            4,067Contingencies
                and Commitments (Notes 1 and 6)Stockholders’
                EquityCommon
                Stock, 75,000,000 shares authorized, $0.001 par value
              43,355,000
                issued and outstanding (January 31, 2007 – 42,680,000)
                shares)
            
            
            43,355
            
            
            
            42,680Additional
                Paid-In Capital
            
            
            289,395
            
            
            
            10,070Donated
                Capital (Note 3(a))
            
            
            13,000
            
            
            
            10,750Deficit
                Accumulated During the Exploration Stage
            
            
            (98,003
            )
            
            
            (39,200
            )Total
                Stockholders’ Equity
            
            
            247,747
            
            
            
            24,300Total
                Liabilities and Stockholders’ Equity
            
            
            261,145
            
            
            
            28,367







(The
      accompanying notes are an integral part of these financial
      statements)





F-1





Opes
      Exploration Inc.


(An
      Exploration Stage Company)


Statements
      of Operations


(Expressed
      in U.S. dollars)


(Unaudtied)








Accumulated
                from
            
            
            For
                the
            
            
            For
                the
            
            
            For
                the
            
            
            For
                theNovember
                14, 2005
            
            
            Three
                Months
            
            
            Three
                Months
            
            
            Nine
                Months
            
            
            Nine
                Months(Date
                of Inception)
            
            
            Ended
            
            
            Ended
            
            
            Ended
            
            
            EndedTo
                October 31,
            
            
            October
                31,
            
            
            October
                31,
            
            
            October
                31,
            
            
            October
                31,2007
            
            
            2007
            
            
            2006
            
            
            2007
            
            
            2006$
            
            
            
            $
            
            
            
            $
            
            
            
            $
            
            
            
            $Revenue
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –ExpensesDonated
                expenses (Note 3(a))
            
            
            13,000
            
            
            
            750
            
            
            
            2,250
            
            
            
            2,250
            
            
            
            6,750General
                and administrative
            
            
            25,857
            
            
            
            8,517
            
            
            
            1,850
            
            
            
            21,596
            
            
            
            2,548Impairment
                of mineral property (Note 5)
            
            
            289
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –Mineral
                exploration costs
            
            
            8,611
            
            
            
            4,903
            
            
            
            –
            
            
            
            4,903
            
            
            
            621Professional
                fees
            
            
            50,246
            
            
            
            12,077
            
            
            
            2,150
            
            
            
            30,054
            
            
            
            11,050Total
                Expenses
            
            
            98,003
            
            
            
            26,247
            
            
            
            6,250
            
            
            
            58,803
            
            
            
            20,969Net
                Loss
            
            
            (98,003
            )
            
            
            (26,247
            )
            
            
            (6,250
            )
            
            
            (58,803
            )
            
            
            (20,969
            )Net
                Loss Per Share – Basic and Diluted
            
            
            
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –Weighted
                Average Shares Outstanding
            
            
            
            
            
            
            42,865,300
            
            
            
            42,680,000
            
            
            
            42,743,900
            
            
            
            42,680,000





(The
      accompanying notes are an integral part of these financial
      statements)





F-2





Opes
      Exploration Inc.


(An
      Exploration Stage Company)


Statements
      of Cash Flows


(Expressed
      in U.S. dollars)


(Unaudtied)











For
                the Nine
            
            
            For
                the NineMonths
                Ended
            
            
            Months
                EndedOctober
                31,
            
            
            October
                31,2007
            
            
            2006$
            
            
            
            $Operating
                ActivitiesNet
                loss for the period
            
            
            (58,803
            )
            
            
            (20,969
            )Adjustment
                to reconcile net loss to net cash used in operating
                activities:Donated
                expenses
            
            
            2,250
            
            
            
            6,750Change
                in operating assets and liabilitiesPrepaid
                expenses
            
            
            (14,672
            )
            
            
            –Accounts
                payable and accrued liabilities
            
            
            9,314
            
            
            
            (4,134
            )Due
                to related parties
            
            
            –
            
            
            
            79Net
                Cash Used In Operating Activities
            
            
            (61,911
            )
            
            
            (18,274
            )Financing
                ActivitiesProceeds
                from issuance of common stock
            
            
            280,000
            
            
            
            –Net
                Cash Flows Provided By Financing Activities
            
            
            280,000
            
            
            
            –Effect
                of Exchange Rate Changes on Cash
            
            
            17
            
            
            
            –Increase
                (Decrease) in Cash
            
            
            218,106
            
            
            
            (18,274
            )Cash
                - Beginning of Period
            
            
            24,957
            
            
            
            51,803Cash
                - End of Period
            
            
            243,063
            
            
            
            33,529Supplemental
                DisclosuresInterest
                paid
            
            
            –
            
            
            
            –Income
                taxes paid
            
            
            –
            
            
            
            –








(The
      accompanying notes are an integral part of these financial
      statements)





F-3








Opes
      Exploration Inc.


(An
      Exploration Stage Company)


Notes
      to the Financial Statements


October
      31, 2007


(Expressed
      in U.S. Dollars)


(Unaudited)





1.
            Nature
                of Operations and Continuance of
                Business




Opes
      Exploration Inc. (the “Company”) was incorporated in the State of Nevada on
      November 14, 2005. The Company is an Exploration Stage Company, as defined
      by
      Statement of Financial Accounting Standard (“SFAS”) No.7 “*Accounting and
      Reporting by Development Stage Enterprises*”. The Company’s principal
      business is the acquisition and exploration of mineral resources. The Company
      has not presently determined whether its properties contain mineral reserves
      that are economically recoverable.




These
      financial statements have been prepared on a going concern basis, which implies
      the Company will continue to realize its assets and discharge its liabilities
      in
      the normal course of business. The Company has never generated revenues since
      inception and has never paid any dividends and is unlikely to pay dividends
      or
      generate earnings in the immediate or foreseeable future. The continuation
      of
      the Company as a going concern is dependent upon the continued financial support
      from its shareholders, the ability of the Company to obtain necessary equity
      financing to continue operations, confirmation of the Company’s interests in the
      underlying properties, and the attainment of profitable operations. As at
      October 31, 2007, the Company has accumulated losses of $98,003 since inception.
      These factors raise substantial doubt regarding the Company’s ability to
      continue as a going concern. These financial statements do not include any
      adjustments to the recoverability and classification of recorded asset amounts
      and classification of liabilities that might be necessary should the Company
      be
      unable to continue as a going concern.







2.
            Summary
                of Significant Accounting Policies




a)
            Basis
                of Presentation




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




b)
            Interim
                Financial Statements




The
      interim unaudited financial statements have been prepared in accordance with
      accounting principles generally accepted in the United States for interim
      financial information and with the instructions to Securities and Exchange
      Commission (“SEC”) Form 10-QSB. They do not include all of the information
      and footnotes required by generally accepted accounting principles for complete
      financial statements. Therefore, these financial statements should be read
      in
      conjunction with the Company’s audited financial statements and notes thereto
      for the year ended January 31, 2007, included in the Company’s Annual Report on
      Form 10-KSB filed on May 9, 2007 with the SEC.




The
      financial statements included herein are unaudited; however, they contain all
      normal recurring accruals and adjustments that, in the opinion of management,
      are necessary to present fairly the Company’s financial position at October 31,
      2007, and the results of its operations and cash flows for the three and nine
      month periods ended October 31, 2007 and 2006. The results of operations for
      the
      nine months ended October 31, 2007 are not necessarily indicative of the results
      to be expected for future quarters or the full year.




c)
            Use
                of Estimates




The
      preparation of financial statements in conformity with US generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.  The Company
      regularly evaluates estimates and assumptions related to donated expenses,
      and
      deferred income tax valuations. The Company bases its estimates and assumptions
      on current facts, historical experience and various other factors that it
      believes to be reasonable under the circumstances, the results of which form
      the
      basis for making judgments about the carrying values of assets and liabilities
      and the accrual of costs and expenses that are not readily apparent from other
      sources. The actual results experienced by the Company may differ materially
      and
      adversely from the Company’s estimates. To the extent there are material
      differences between the estimates and the actual results, future results of
      operations will be affected.














F-4







Opes
      Exploration Inc.


(An
      Exploration Stage Company)


Notes
      to
      the Financial Statements


October
      31, 2007


(Expressed
      in U.S. Dollars)


(Unaudited)





2.      Summary
      of Significant Accounting Policies (continued)




d)
            Basic
                and Diluted Net Income (Loss) Per
                Share




The
      Company computes net income (loss) per share in accordance with SFAS No. 128,
      "*Earnings per Share*". SFAS No. 128 requires presentation of both basic
      and diluted earnings per share (EPS) on the face of the income statement. Basic
      EPS is computed by dividing net income (loss) available to common shareholders
      by the weighted average number of shares outstanding during the period. Diluted
      EPS gives effect to all dilutive potential common shares outstanding during
      the
      period using the treasury stock method and convertible preferred stock using
      the
      if-converted method. In computing Diluted EPS, the average stock price for
      the
      period is used in determining the number of shares assumed to be purchased
      from
      the exercise of stock options or warrants. Diluted EPS excludes all dilutive
      potential shares if their effect is anti dilutive. At October 31, 2007, there
      were no potentially dilutive securities.




e)
            Comprehensive
                Loss




SFAS
      No.
      130, “*Reporting Comprehensive Income*,” establishes standards for the
      reporting and display of comprehensive loss and its components in the financial
      statements. As at October 31, 2007 and 2006, the Company has no items that
      represent a comprehensive loss and, therefore, has not included a schedule
      of
      comprehensive loss in the financial statements.




f)
            Cash
                and Cash Equivalents




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




g)
            Mineral
                Property Costs




The
      Company has been in the exploration stage since its inception on November 14,
      2005 and has not yet realized any revenues from its planned operations. It
      is
      primarily engaged in the acquisition and exploration of mining properties.
      Mineral property exploration costs are expensed as incurred. Mineral property
      acquisition costs are initially capitalized when incurred using the guidance
      in
      EITF 04-02, “*Whether Mineral Rights Are Tangible or Intangible Assets*”.
      The Company assesses the carrying costs for impairment under SFAS 144,
“*Accounting for Impairment or Disposal of Long Lived Assets*” at each
      fiscal quarter end. When it has been determined that a mineral property can
      be
      economically developed as a result of establishing proven and probable reserves,
      the costs then incurred to develop such property, are capitalized. Such costs
      will be amortized using the units-of-production method over the estimated life
      of the probable reserve. If mineral properties are subsequently abandoned or
      impaired, any capitalized costs will be charged to operations.




h)
            Long-Lived
                Assets




In
      accordance with SFAS No. 144, *“Accounting for the Impairment or Disposal of
      Long-Lived Assets”*, the Company tests long-lived assets or asset groups for
      recoverability when events or changes in circumstances indicate that their
      carrying amount may not be recoverable. Circumstances which could trigger a
      review include, but are not limited to: significant decreases in the market
      price of the asset; significant adverse changes in the business climate or
      legal
      factors; accumulation of costs significantly in excess of the amount originally
      expected for the acquisition or construction of the asset; current period cash
      flow or operating losses combined with a history of losses or a forecast of
      continuing losses associated with the use of the asset; and current expectation
      that the asset will more likely than not be sold or disposed significantly
      before the end of its estimated useful life.




Recoverability
      is assessed based on the carrying amount of the asset and its fair value which
      is generally determined based on the sum of the undiscounted cash flows expected
      to result from the use and the eventual disposal of the asset, as well as
      specific appraisal in certain instances. An impairment loss is recognized when
      the carrying amount is not recoverable and exceeds fair value.













F-5







Opes
      Exploration Inc.


(An
      Exploration Stage Company)


Notes
      to
      the Financial Statements


October
      31, 2007


(Expressed
      in U.S. Dollars)


(Unaudited)





2.           Summary
      of Significant Accounting Principles (continued)




i)
            Financial
                Instruments




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




j)
            Income
                Taxes




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




On
      February 1, 2007, the Company adopted Financial Accounting Standards Board
      Interpretation No. 48, “*Accounting for Uncertainty in Income Taxes – an
      interpretation of FASB Statement No. 109*” (“FIN 48”).  FIN 48
      prescribes a measurement process for recording in the financial statements
      uncertain tax positions taken or expected to be taken in a tax
      return.  Additionally, FIN 48 provides guidance regarding uncertain
      tax positions relating to derecognition, classification, interest and penalties,
      accounting in interim periods, disclosure and transition.  At October
      31, 2007, the Company had no material uncertain tax positions.




k)
            Foreign
                Currency Translation




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




l)
            Stock-based
                Compensation




The
      Company records stock-based compensation in accordance with SFAS No. 123R
“*Share Based Payments*,” using the fair value method.  The
      Company has not issued any stock options or share based payments since its
      inception.




m)
            Recently
                Issued  Accounting
                Pronouncements




In
      February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
      No.
      159, “*The Fair Value Option for Financial Assets and Financial Liabilities –
Including an Amendment of FASB Statement No. 115*”.  This
      statement permits entities to choose to measure many financial instruments
      and
      certain other items at fair value. Most of the provisions of SFAS No. 159 apply
      only to entities that elect the fair value option. However, the amendment to
      SFAS No. 115 “*Accounting for Certain Investments in Debt and Equity
      Securities*” applies to all entities with available-for-sale and trading
      securities. SFAS No. 159 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 provision of SFAS No. 157,
“*Fair Value Measurements”.* The adoption of this statement is not
      expected to have a material effect on the Company's future financial
      statements.








F-6







Opes
      Exploration Inc.


(An
      Exploration Stage Company)


Notes
      to
      the Financial Statements


October
      31, 2007


(Expressed
      in U.S. Dollars)


(Unaudited)







2.           Summary
      of Significant Accounting Principles (continued)




m)
            Recently
                Issued  Accounting Pronouncements
                (continued)




In
      September 2006, the FASB issued SFAS No. 157, “*Fair Value
      Measurements*”. The objective of SFAS No. 157 is to increase consistency and
      comparability in fair value measurements and to expand disclosures about fair
      value measurements.  SFAS No. 157 defines fair value, establishes a
      framework for measuring fair value in generally accepted accounting principles,
      and expands disclosures about fair value measurements. SFAS No. 157 applies
      under other accounting pronouncements that require or permit fair value
      measurements and does not require any new fair value measurements. The
      provisions of SFAS No. 157 are effective for fair value measurements made in
      fiscal years beginning after November 15, 2007. The adoption of this statement
      is not expected to have a material effect on the Company's future reported
      financial position or results of operations.





3.
            Related
                Party Balances/Transactions




a)
            The
                Company recognizes donated rent at $250 per month and donated services
                provided by the President of the Company at $500 per
                month.  Commencing February 1, 2007, the Company paid management
                fees to the President of the Company at a rate of CDN$833 per month
                for
                February and March 2007 and CDN$3,000 commencing April 2007. For
                the nine
                month period ended October 31, 2007, the Company recognized $2,250
                (2006 -
                $2,250) in donated rent and $21,439 (CDN$22,667) (2006 - $4,500)
                in
                management expenses.




b)
            As
                at October 31, 2007, the Company is indebted to the former President
                of
                the Company for $92 (January 31, 2007 - $75), representing expenses
                paid
                on behalf of the Company. This amount is unsecured, non-interest
                bearing
                and has no repayment terms.




4.
            Common
                Stock




a)
            On
                October 25, 2007, the Company issued 375,000 post split common shares
                at
                $0.40 per common share for proceeds of
                $150,000.




b)
            On
                October 3, 2007, the Company issued 200,000 post split common shares
                at
                $0.50 per common share for proceeds of
                $100,000.




c)
            On
                July 27, 2007, the Company issued 100,000 post split common shares
                at
                $0.30 per common share for proceeds of
                $30,000.




d)
            On
                June 13, 2007, the Company effected a forward stock split by declaring
                a
                stock dividend on the basis of seven new shares of common stock for
                every
                share of common stock outstanding.  The issued and outstanding
                common shares increased from 5,335,000 shares of common stock to
                42,680,000 shares of common stock.  All share amounts have been
                retroactively adjusted for all periods
                presented.





5.
            Mineral
                Properties




On
      January 13, 2006, the Company staked two new mineral claims near Atlin, British
      Columbia, Canada. The claims are registered in the name of the President of
      the
      Company.  The cost of mineral properties charged to operations by the
      Company of $289 represented the original cost of the properties incurred by
      the
      President, which has been reimbursed by the Company.





6.      Commitments




a)
            On
                April 18, 2007, the Company entered into a mineral exploration agreement
                (the “Agreement”) with a consultant for geological services on the
                Company’s mineral properties as noted in Note 5. Under the terms of the
                Agreement, the Company has committed to pay a deposit of CDN$5,000,
                geological expenses of CDN$17,000 before August 31, 2007, and CDN$3,000
                upon the filing of the mineral exploration work with the Province
                of
                British Columbia. As at October 31, 2007, the Company has incurred
                CDN$5,000 of exploration costs.  As at October 31, 2007, the
                Company has advanced CDN$17,200 to the consultant, which is included
                in
                prepaid expenses.




b)
            On
                February 1, 2007, the Company entered into a management agreement
                (the
                “Agreement”) with the President of the Company.  Under the terms
                of the Agreement, the Company will pay management fees of CDN$833
                for the
                months of February and March 2007, and CDN$3,000 per month commencing
                April 2007 plus reimbursement of all out-of-pocket
                expenses.  The Agreement expires on April 30,
                2008.








F-7










**Item
      2.  Management’s Discussion and Analysis or Plan of
      Operation.**





THE
      FOLLOWING PRESENTATION OF MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPES
      EXPLORATION INC. SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS
      AND
      OTHER FINANCIAL INFORMATION INCLUDED HEREIN.





**Overview**





Opes
      was
      incorporated in the State of Nevada on November 14, 2005.





Opes
      is
      an exploration stage company.  Its principal business is the
      exploration of its two mineral claims located near Atlin, British Columbia
      (the
“**Claims**”) which were staked on January 13, 2006.  As
      of the date of this report, Opes is currently conducting Phase One of its
      mineral exploration program on the Claims.





The
      Claims are in good standing until January 13, 2008, and have been assigned
      tenure numbers 525338 and 525339 by the Province of British Columbia (the
“**Province**”).  The Claims are similar in size and
      cover a combined area of 805 hectares (approximately 2,000 acres).  In
      order to keep the Claims in good standing, Opes must perform and record
      exploration work of approximately CDN $3,550 by January 13, 2008, or pay the
      equivalent amount to the Province in lieu of performing the exploration
      work.





**Plan
      of Operation**





**Exploration
      Plan**





Opes’
      plan of operation for the foreseeable future is to complete the following
      objectives within the time periods specified, subject to Opes obtaining any
      additional funding necessary for the continued exploration of the
      Claims.  Opes has enough funds to complete its Phase Two, which Opes
      plans to start in the summer of 2008 if the results of its Phase One exploration
      program is encouraging, but does not have enough funds to complete the Phase
      Three program.  The following is a brief summary of Opes’ three phase
      exploration program:





1.
            The
                samples obtained during the Phase One exploration program will be
                analyzed
                at a laboratory and Opes will review the results of the Phase One
                exploration program in January 2008.  Opes will engage a
                consulting geologist to interpret the results of Phase One.  If
                Opes is able to identify favorable rock formations and structures
                with
                elevated metal values Opes will plan and conduct a Phase Two
                program.




On
      April
      19, 2007, Opes signed a letter agreement with an independent geologist for
      the
      Phase One mineral exploration program and paid the CDN$5,000
      deposit.  In August 2007, Opes paid the geologist an additional
      CDN$17,000 for the exploration costs.  In August 2007, the geologist
      completed Phase One of the mineral exploration program on the
      Claims.  Opes has not yet received any samples or results from the
      geologist from the work conducted on the Claims.  See Exhibit 10.2 –
Letter Agreement for more details.




2.
            If
                the Phase Two program were to proceed, Opes’ consulting geologist has
                indicated that Opes should budget approximately CDN$100,000 for the
                Phase
                Two program.  If Opes proceeds with a Phase Two program it would
                do so in June 2008.  A four person crew will helicopter onto the
                Claims and will stay for a period of three weeks. During this period
                the
                crew would prospect, obtain samples and possibly trench and perform
                geophysical surveys depending on the results of Phase One.  The
                crew would obtain 150 soil samples and 50 rock samples obtained via
                rock
                drilling and explosive use.  All samples will be bagged and
                tagged for location, date and time for later analysis. After this
                period
                is over the crew will return to Atlin by
                helicopter.




3.
            In
                the case that the Phase Two exploration program takes place, Opes
                will
                review its results in winter 2008.  If Opes is able to continue
                to confirm elevated metal values at specific targets Opes would consider
                Phase Two a success and would plan for a Phase Three exploration
                program.  The Phase Three exploration program is expected to
                cost at least CDN$200,000.  At this stage, Opes would seek to
                link with a major resource company in a joint venture relationship
                in
                recognition of financing requirements.  If Opes goes ahead with
                the Phase Three exploration plan it would commence in June
                2009.




**Page
          -
          10**




**Financial
      Status**





As
      at
      October 31, 2007, Opes had a cash balance of $243,063.  If the results
      of the Phase One exploration program are encouraging, Opes will commence the
      Phase Two program in June 2008.





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





Opes
      may
      consider entering into a joint venture partnership by linking with a major
      resource company to provide the required funding to complete the Phase Three
      exploration program.  Opes has not undertaken any efforts to locate a
      joint venture partner for Phase Three.  If Opes enters into a joint
      venture arrangement, Opes will assign a percentage of its interest in the Claims
      to the joint venture partner.





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





·
            Opes’
                ability to raise additional
                funding;


·
            The
                market price for gold;


·
            The
                results of Opes’ proposed exploration programs on the mineral property;
                and


·
            Opes’
                ability to find joint venture partners for the development of our
                property
                interests




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





**Accounting
      and Audit Plan**





Management
      intends to continue to have Opes’ outside consultant assist in the preparation
      of the quarterly and annual financial statements and have these financial
      statements reviewed or audited by its independent auditor. Opes’ outside
      consultant is expected to charge us approximately $1,250 to prepare its
      quarterly financial statements and approximately $1,750 to prepare its annual
      financial statements.  Opes’ independent auditor is expected to charge
      approximately $1,250 to review the quarterly financial statements and
      approximately $5,000 to audit the annual financial statements.  In the
      next 12 months, management anticipates spending approximately $14,250 to pay
      for
      its accounting and audit requirements.





**Legal
      Expense Plan**





Management
      expects to incur filing costs of approximately $1,250 per quarter to support
      the
      quarterly and annual filings.  In the next 12 months, management
      anticipates spending approximately $5,000 for filing costs to pay for three
      quarterly filings and one annual filing.




**Page
          -
          11**





**Risk
      Factors**





An
      investment in Opes’ common stock involves a number of very significant
      risks.  Prospective investors should refer to all the risk factors
      disclosed in Opes’ Form SB-2 filed on June 5, 2006 and Opes’ Form 10-KSB filed
      on May 9, 2007.





**Results
      of Operation**





Opes
      has
      had no operating revenues since its inception on November 14, 2005, through
      to
      October 31, 2007.  Opes’ activities have been financed from the
      proceeds of share subscriptions.  From its inception, on November 14,
      2005, to October 31, 2007 Opes has raised a total of $332,750 from private
      offerings of its common stock.





For
      the
      period from inception on November 14, 2005, to October 31, 2007, Opes incurred
      total expenses of $98,003.  These expenses included (1) $8,611 in
      mineral exploration costs on the Claims for its Phase One mineral exploration
      program; (2) $50,246 in professional fees; (3) $13,000 for donated expenses;
      (4)
      $25,857 for general and administrative costs; and (5) $289 for the acquisition
      and staking cost for the Claims.





For
      the
      three month period ended October 31, 2007, Opes incurred total expenses of
      $26,247.  These expenses included (1) $4,903 in mineral exploration
      costs on the Claims for its Phase One mineral exploration program; (2) $12,077
      in professional fees; (3) $750 for donated services and rent; and (4) $8,517
      for
      general and administrative costs.





For
      the
      three month period ended October 31, 2006, Opes incurred total expenses of
      $6,250.  These expenses included (1) $2,150 in professional fees; (2)
      $2,250 for donated services and rent; and (3) $1,850 for general and
      administrative costs.





**Liquidity
      and Capital Resources**





Opes
      had
      working capital of $247,747 as of October 31, 2007, compared with working
      capital of $32,084 as of October 31, 2006.





There
      are
      no assurances that Opes will be able to achieve further sales of its common
      stock or any other form of additional financing.  If Opes is unable to
      achieve the financing necessary to continue its plan of operations, then Opes
      will not be able to continue its exploration of the Claims and its business
      will
      fail.





Management
      is currently relying upon related party loans to meet its operational expenses.
      Opes intends to raise sufficient capital through an equity financing later
      this
      year to enable it to conduct a follow up exploration program on its property
      and
      to cover operational expenses for the ensuing year.  Management
      intends to minimize Opes’ expenses and payments to preserve cash until Opes can
      secure additional financing.  Specifically such cash management
      actions include donation of rent and services by Opes’ directors and
      officers.





**Net
      Cash Used in Operating
      Activities**





For
      the
      nine month period ended October 31, 2007, net cash used in operating activities
      increased to $61,911 compared with $18,274 for the same nine month period in
      the
      previous fiscal year.  The increase was a result of increased activity
      in the operation of Opes and the completion of the Phase One mineral exploration
      program.





At
      October 31, 2007, Opes had cash of $243,063 and working capital of
      $247,747.  During the nine month period ended October 31, 2007, Opes
      used $61,911 in cash for operating activities.





**Net
      Cash Used in Investing
      Activities**





Net
      cash
      provided by investing activities was $nil for the nine month period ended
      October 31, 2007 as compared with $nil cash used for the same nine month period
      in the previous fiscal year.





**Net
      Cash Flows Provided By Financing
      Activities**





Net
      cash
      provided by financing activities was $280,000 for the nine month period ended
      October 31, 2007 as compared with $nil cash provided by financing activities
      for
      the same nine month period in the previous fiscal year.  The $280,000
      financing was from proceeds received for the issuance of common
      shares.




**Page
          -
          12**





**Off-balance
      Sheet Arrangements**





Opes
      has
      no off-balance sheet arrangements including arrangements that would affect
      its
      liquidity, capital resources, market risk support and credit risk support or
      other benefits.





**Internal
      and External Sources of Liquidity**





Opes’
      internal sources of liquidity will be loans that may be available to Opes from
      management.  The president has loaned Opes funds and donated services
      and rent.  Though Opes has no written arrangements with its president
      Opes expects that the president will provide Opes with internal sources of
      liquidity if it is required.





If
      required, Opes’ external sources of liquidity will be private placements for
      equity conducted outside the United States.  Opes has not completed
      any definitive arrangements for any external sources of liquidity.





**Material
      Commitments for Capital Expenditures**





Opes
      had
      no contingencies or long-term commitments at October 31, 2007.





**Critical
      Accounting Policies**





Opes’
      financial statements and accompanying notes are prepared in accordance with
      generally accepted accounting principles in the United
      States.  Preparing financial statements requires management to make
      estimates and assumptions that affect the reported amounts of assets,
      liabilities, revenue, and expenses.  These estimates and assumptions
      are affected by management’s application of accounting
      policies.  Management believes that understanding the basis and nature
      of the estimates and assumptions involved with the following aspects of our
      financial statements is critical to an understanding of Opes’ financial
      statements.





*Use
      of Estimates*


The
      preparation of financial statements in accordance with United States generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities at the
      date of the financial statements and the reported amounts of revenue and
      expenses in the reporting period.  Opes regularly evaluates estimates
      and assumptions related to donated expenses, and deferred income tax asset
      valuations.  Opes bases its estimates and assumptions on current
      facts, historical experience and various other factors that it believes to
      be
      reasonable under the circumstances, the results of which form the basis for
      making judgments about the carrying values of assets and liabilities and the
      accrual of costs and expenses that are not readily apparent from other
      sources.  The actual results experienced by Opes may differ materially
      and adversely from Opes’ estimates.  To the extent there are material
      differences between the estimates and the actual results, future results of
      operations will be affected.





*Mineral
      Property Costs*


Opes
      has
      been in the exploration stage since its inception on November 14, 2005 and
      has
      not yet realized any revenues from its planned operations.  Opes is
      primarily engaged in the acquisition and exploration of mining
      properties.  Mineral property exploration costs are expensed as
      incurred.  Mineral property acquisition costs are initially
      capitalized when incurred using the guidance in EITF 04-02, “*Whether Mineral
      Rights Are Tangible or Intangible Assets*”.  Opes assesses the
      carrying costs for impairment under SFAS 144, “*Accounting for Impairment or
      Disposal of Long Lived Assets*” at each fiscal quarter end.  When
      it has been determined that a mineral property can be economically developed
      as
      a result of establishing proven and probable reserves, the costs then incurred
      to develop such property, are capitalized.  Such costs will be
      amortized using the units-of-production method over the estimated life of the
      probable reserve.  If mineral properties are subsequently abandoned or
      impaired, any capitalized costs will be charged to operations.




**Page
          -
          13**





*Financial
      Instruments*


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





**Forward
      Looking Statements**





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





**Item
      3.  Controls and Procedures.**





**Disclosure
      Controls and Procedures**





Ken
      Ralfs, Opes’ Chief Executive Officer and Chief Financial Officer, has evaluated
      the effectiveness of Opes’ 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. Ralfs has concluded that, as of the Evaluation Date,
      Opes’ disclosure controls and procedures are effective in alerting Opes 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
      Opes’ internal controls or, to Opes’ knowledge, in other factors that have
      materially affected, or are reasonably likely to materially affect, these
      controls and procedures subsequent to the date Opes carried out this
      evaluation.





**PART
      II – OTHER INFORMATION**





**Item
      1.  Legal Proceedings.**





Opes
      is
      not a party to any pending legal proceedings and, to the best of Opes’
knowledge, none of Opes’ 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) Opes 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) Opes did not sell any unregistered equity securities, except for the
      following:




**Page
          -
          14**





**October
      2007 - $0.50 Private Placement
      Offering**





On
      October 3, 2007, the board of directors authorized the issuance of 200,000
      restricted shares of common stock at a subscription price of $0.50 per
      restricted share.  Opes raised $100,000 in cash in this closing, and
      issued an aggregate 200,000 restricted shares of common stock to one non-US
      subscriber outside the United States.  Opes set the value of the
      restricted shares arbitrarily without reference to its assets, book value,
      revenues or other established criteria of value.  All the restricted
      shares issued in this offering were issued for investment purposes in a “private
      transaction”.





For
      the
      one non-US subscriber in this closing, Opes 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 Opes 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.  Opes
      received from the 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.





**October
      2007 - $0.40 Private Placement
      Offering**





On
      October 25, 2007, the board of directors authorized the issuance of 375,000
      restricted shares of common stock at a subscription price of $0.40 per
      restricted share.  Opes raised $150,000 in cash in this closing, and
      issued an aggregate 375,000 restricted shares of common stock to one non-US
      subscriber outside the United States.  Opes set the value of the
      restricted shares arbitrarily without reference to its assets, book value,
      revenues or other established criteria of value.  All the restricted
      shares issued in this offering were issued for investment purposes in a “private
      transaction”.





For
      the
      one non-US subscriber in this closing, Opes 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 Opes 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.  Opes
      received from the 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.





**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 Opes.  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, Opes reported all
      information that was required to be disclosed in a report on Form
      8-K.




**Page
          -
          15**





**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 Opes’ 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 Opes’ registration statement on
                Form SB-2 filed on May 5, 2006, and incorporated herein by
                reference.
            Filed**3.2**
            Bylaws
                filed as an exhibit to Opes’ registration statement on Form SB-2 filed on
                May 5, 2006, and incorporated herein by reference.
            Filed**10.1**
            Declaration
                of Trust dated January 13, 2006 filed as an exhibit to Opes’ registration
                statement on Form SB-2 filed on May 5, 2006, and incorporated herein
                by
                reference.
            Filed**10.2**
            Letter
                agreement dated April 18, 2007 between Gerry Diakow and Opes Exploration
                Inc., filed as an exhibit to Opes’ Form 8-K (Current Report) filed on
                April 26, 2007.
            Filed**10.3**
            Management
                agreement dated May 1, 2007 between Opes Exploration Inc. and Ken
                Ralfs,
                filed as an exhibit to Opes’ Form 8-K (Current Report) filed on May 4,
                2007.
            Filed**14**
            Financial
                Code of Ethics filed as an exhibit to Opes’ Form SB-2 filed on May 5,
                2006, and incorporated herein by reference.
            Filed**31**
            Certifications
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
            Included**32**
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.
            Included














**SIGNATURES**








In
      accordance with the requirements of the Securities Exchange Act of 1934, Opes
      Exploration Inc. has caused this report to be signed on its behalf by the
      undersigned duly authorized person.








**OPES
      EXPLORATION INC.**





By:***/s/
      Ken
      Ralfs***


Dated:                      **December
      17,
      2007**


Name:                      **Ken
      Ralfs**


Title**:**                      **CEO
      and CFO**


**(Principal
      Executive
      Officer,**


**Principal
      Financial
      Officer,**


**and
      Chief Accounting
      Officer)**








**Page
          -
          16**








**Exhibit
      31**











**Page
          -
          17**




**OPES
      EXPLORATION INC.**


**CERTIFICATIONS
      PURSUANT TO**


**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**




**CERTIFICATION**




I,
      Ken
      Ralfs, certify that:




1.
 
      I have reviewed this quarterly report on Form 10-QSB of Opes Exploration
      Inc.;




2.  Based
      on my knowledge, this quarterly report does not contain any untrue statement
      of
      a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by this
      report;




3.  Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the small business issuer
      as
      of, and for, the periods presented in this report;




4.  The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being
      prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and




5.  The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the small
      business issuer’s board of directors (or persons performing the equivalent
      functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.






Date:  December
      17, 2007






*/s/
      Ken Ralfs*


Ken
      Ralfs


Chief
      Executive Officer




**Page
          -
          18**




**OPES
      EXPLORATION INC.**


**CERTIFICATIONS
      PURSUANT TO**


**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**




**CERTIFICATION**




I,
      Ken
      Ralfs, certify that:




1.
 
      I have reviewed this quarterly report on Form 10-QSB of Opes Exploration
      Inc.;




2.  Based
      on my knowledge, this quarterly report does not contain any untrue statement
      of
      a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by this
      report;




3.  Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the small business issuer
      as
      of, and for, the periods presented in this report;




4.  The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being
      prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and




5.  The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the small
      business issuer’s board of directors (or persons performing the equivalent
      functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.






Date:  December
      17, 2007






*/s/
      Ken Ralfs*


Ken
      Ralfs


Chief
      Financial Officer




**Page
          -
          19**








**Exhibit
      32**








**Page
          -
          20**




**CERTIFICATION
      PURSUANT TO**


**18
      U.S.C. SECTION 1350,**


**AS
      ADOPTED PURSUANT TO**


**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**








In
      connection with the Quarterly Report of Opes Exploration Inc. (the “Company”) on
      Form 10-QSB for the period ending October 31, 2007 as filed with the Securities
      and Exchange Commission on the date hereof (the “Report”), I, Ken Ralfs,
      President, Chief Executive Officer of the Company and a member of the Board
      of
      Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002, that:






(1)
                  The Report fully complies with the requirements of section 13(a)
                or
                15(d) of the Securities Exchange Act of 1934;
                and






(2)
                  The information contained in the Report fairly presents, in all
                material respects, the financial condition and results of operations
                of
                the Company.











*/s/
      Ken Ralfs*


Ken
      Ralfs


Chief
      Executive Officer




December
      17, 2007




**Page
          -
          21**






**CERTIFICATION
      PURSUANT TO**


**18
      U.S.C. SECTION 1350,**


**AS
      ADOPTED PURSUANT TO**


**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**








In
      connection with the Quarterly Report of Opes Exploration Inc. (the “Company”) on
      Form 10-QSB for the period ending October 31, 2007 as filed with the Securities
      and Exchange Commission on the date hereof (the “Report”), I, Ken Ralfs, Chief
      Financial Officer of the Company and a member of the Board of Directors,
      certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002, that:






(1)
                  The Report fully complies with the requirements of section 13(a)
                or
                15(d) of the Securities Exchange Act of 1934;
                and






(2)
                  The information contained in the Report fairly presents, in all
                material respects, the financial condition and results of operations
                of
                the Company.











*/s/
      Ken Ralfs*


Ken
      Ralfs


Chief
      Financial Officer




December
      17, 2007






**Page
          -
          22**