UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549





FORM 10-Q





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





For the
quarterly period ended April 30,
2008





[   
      ]
            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.)195 Park Avenue,
      Thunder Bay Ontario, Canada P7B
      1B9
              (Address
      of principal executive offices) (Zip Code)(807)
      345-5380
              (Issuer’s
      telephone number)





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 large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filed,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
 Large
      accelerated filer
                  o
                  Accelerated
      filer
                  oNon-accelerated
      filer
                  o(Do
      not check if a smaller reporting company)
                  Smaller
      reporting company
                  x
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). [   ] Yes [ X ]
No
 
 Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.  As of June 9, 2008 the
number of shares of the registrant’s classes of common stock outstanding was
58,183,333.







TABLE
OF CONTENTS
 
 Part
      I -Financial
      Information
              PageItem
      1.
              Financial
      StatementsConsolidated
      Balance Sheets – April 30, 2008 (unaudited) and January 31,
      2008
              1Consolidated
      Statements of Operations – For the Three Months Ended April 30, 2008 and
      2007 (unaudited)
              2Consolidated
      Statements of Stockholders’ (Deficit) Equity - For The Period From January
      10, 2005 (Inception) To April 30, 2008 (unaudited)
              3Consolidated
      Statements of Cash Flows – For the Three Months Ended April 30, 2008 and
      2007 (unaudited)
              4Notes to
      ConsolidatedFinancial Statements
              5Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              14Item
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk
              26Item
      4.
              Controls
      and Procedures
              26Part
      II -Other
      Information
              26Item
      1.
              Legal
      Proceedings
              26Item
      1A.
              Risk
      Factors
              26Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              26Item
      3.
              Defaults
      Upon Senior Securities
              27Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              27Item
      5.
              Other
      Information
              27Item
      6.
              Exhibits
              27Signatures
              
              28







Part
I, Item 1.  Financial Statements.
  RED
LAKE EXPLORATION, INC. (AN
EXPLORATION STAGE COMPANY) CONSOLIDATED
BALANCE SHEETS
 April30,
                
                
                January
      31,2008
                
                
                2008(Unaudited)ASSETSCurrent
      assets:Cash
                
                $
                162,204
                
                
                $
                1,901Accounts
      receivable
                
                
                2,590
                
                
                
                -Prepaid
      expenses
                
                
                23,123
                
                
                
                -Other
      receivable
                
                
                12,654Total
      current assets
                
                
                200,571Unproved
      mineral properties
                
                
                581,500
                
                
                
                -Total
      assets
                
                $
                782,071
                
                
                $
                1,901LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilities:Accounts
      payable
                
                $
                38,543
                
                
                $
                44,719Accrued
      liabilities
                
                
                3,091
                
                
                
                -Accrued
      professional fees
                
                
                46,007
                
                
                
                32,018Due
      to related parties
                
                
                87,701
                
                
                
                41,237Total
      liabilities
                
                
                175,342
                
                
                
                117,974Commitments
      and contingenciesStockholders'
      (deficit) equity:Common
      stock, $0.001 par value, authorized 200,000,000,57,183,334
      and 53,183,334   issued and outstandingat
      April 30, 2008 and January 31, 2008, respectively
                
                
                57,183
                
                
                
                53,183Additional
      paid in capital
                
                
                1,116,316
                
                
                
                120,316Deficit
      accumulated during exploration stage
                
                
                (565,124
                )
                
                
                (289,572
                )Accumulated
      other comprehensive loss
                
                
                (1,646
                )
                
                
                -Total
      stockholders' equity (deficit)
                
                
                606,729
                
                
                
                (116,073
                )Total
      liabilities and stockholders' equity (deficit)
                
                $
                782,071
                
                
                $
                1,901
 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 (UNAUDITED)
 Three
      MonthsEnded
      April 30,
                
                
                From
      January 10,2005
      (Inception) to
                  April
      30,2008
                
                
                2007
                
                
                2008RevenueRoyalties
                
                $
                5,262
                
                
                $
                -
                
                
                $
                5,262Operating
      Expenses:Administrative
                
                
                65,977
                
                
                
                -
                
                
                
                122,886Advertising
      and promotion
                
                
                50,799
                
                
                
                -
                
                
                
                55,636Bank
      charges and interest
                
                
                1,496
                
                
                
                47
                
                
                
                2,403Donated
      rent
                
                
                -
                
                
                
                750
                
                
                
                4,750Donated
      service fees
                
                
                -
                
                
                
                1,500
                
                
                
                9,500Mineral
      and exploration costs
                
                
                128,545
                
                
                
                -
                
                
                
                196,843Office
                
                
                3,756
                
                
                
                30
                
                
                
                5,817Professional
      fees
                
                
                23,964
                
                
                
                7,400
                
                
                
                115,786Regulatory
                
                
                25
                
                
                
                25
                
                
                
                11,695Travel
      and entertainment
                
                
                6,475
                
                
                
                -
                
                
                
                35,606Impairment
      loss on mineral property costs
                
                
                -
                
                
                
                -
                
                
                
                9,000Foreign
      exchange
                
                
                (223
                )
                
                
                -
                
                
                
                464Total
      operating expenses
                
                
                280,814
                
                
                
                9,752
                
                
                
                570,386Net
      loss for the period
                
                $
                (275,552
                )
                
                $
                (9,752
                )
                
                $
                (565,124
                )Net
      loss per share - basic and diluted
                
                $
                (0.01
                )
                
                $
                (0.00
                )Weighted
      average number of sharesoutstanding
      - basic and diluted
                
                
                53,272,223
                
                
                
                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
STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE LOSS FOR
THE PERIOD FROM JANUARY 10, 2005 (INCEPTION) TO APRIL 30, 2008 (UNAUDITED)
 Accum-
                    ulatedOtherCommon
      Stock Issued
                  
                  
                  Compre-Number
      ofShares
                  
                  
                  Amount
                  
                  
                  AdditionalPaid-inCapital
                  
                  
                  hensiveIncome
      (Loss)
                  
                  
                  TotalBalance
      at January 10,  2005 (Inception)
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (825
                  )
                  
                  
                  (825
                  )Balance
      at January 31, 2005
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (825
                  )
                  
                  
                  (825
                  )Common
      stock issued for cash
                  
                  
                  77,350,000
                  
                  
                  
                  77,350
                  
                  
                  
                  (18,100
                  )
                  
                  
                  -
                  
                  
                  
                  59,250Donated
      services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,000
                  
                  
                  
                  -
                  
                  
                  
                  3,000Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (12,363
                  )
                  
                  
                  (12,363
                  )Balance
      at January 31, 2006
                  
                  
                  77,350,000
                  
                  
                  
                  77,350
                  
                  
                  
                  (15,100
                  )
                  
                  
                  (13,188
                  )
                  
                  
                  49,062Donated
      services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  9,000
                  
                  
                  
                  -
                  
                  
                  
                  9,000Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (43,885
                  )
                  
                  
                  (43,885
                  )Balance
      at January 31, 2007
                  
                  
                  77,350,000
                  
                  
                  
                  77,350
                  
                  
                  
                  (6,100
                  )
                  
                  
                  (57,073
                  )
                  
                  
                  14,177Donated
      services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,250
                  
                  
                  
                  -
                  
                  
                  
                  2,250Net
      loss for the three months ended April 30, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (9,752
                  )
                  
                  
                  (9,752
                  )Balance
      at April 30, 2007
                  
                  
                  77,350,000
                  
                  
                  
                  77,350
                  
                  
                  
                  (3,850
                  )
                  
                  
                  (66,825
                  )
                  
                  
                  6,675Common
      shares purchased for debt and cancelled
                  
                  
                  (24,500,000
                  )
                  
                  
                  (24,500
                  )
                  
                  
                  24,499
                  
                  
                  
                  -
                  
                  
                  
                  (1
                  )Common
      stock issued for cash
                  
                  
                  333,334
                  
                  
                  
                  333
                  
                  
                  
                  99,667
                  
                  
                  
                  -
                  
                  
                  
                  100,000Net
      loss for the nine months ended January 31, 2008
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (222,747
                  )
                  
                  
                  (222,747
                  )Balance
      at January 31, 2008
                  
                  
                  53,183,334
                  
                  
                  
                  53,183
                  
                  
                  
                  120,316
                  
                  
                  
                  (289,572
                  )
                  
                  
                  (116,073
                  )Common
      stock issued for cash
                  
                  
                  4,000,000
                  
                  
                  
                  4,000
                  
                  
                  
                  996,000
                  
                  
                  
                  -
                  
                  
                  
                  1,000,000Balance
      before net loss and foreign currency exchange loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  883,927Net
      loss for the three months ended April 30, 2008
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (275,552
                  )
                  
                  
                  (275,552
                  )Foreign
      currency exchange loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,646
                  )
                  
                  
                  (1,646
                  )Comprehensive
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (277,198
                  )Balance
      at April 30, 2008
                  
                  
                  57,183,334
                  
                  
                  $
                  57,183
                  
                  
                  $
                  1,116,316
                  
                  
                  $
                  (566,770
                  )
                  
                  $
                  606,729On
      June 15, 2007, the Company declared a forward split of 13 new common
      shares for every one common share outstanding. All share amounts have been
      retroactively adjusted for all periods presented.
   The
accompanying notes are an integral part of these unaudited consolidated
financial statements.
  3
  RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY) CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
 From
                  January
      10,Three
      MonthsEnded
      April 30,
                
                
                2005
      (Inception) to April 30,2008
                
                
                2007
                
                
                2008Cash
      flows from operating activities:Net
      loss
                
                $
                (275,552
                )
                
                $
                (9,752
                )
                
                $
                (565,124
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Donated
      services and rent
                
                
                -
                
                
                
                2,250
                
                
                
                14,250Impairment
      loss on mineral property costs
                
                
                -
                
                
                
                -
                
                
                
                9,000Changes
      in operating assets and liabilities:Accounts
      and other receivable
                
                
                (15,244
                )
                
                
                -
                
                
                
                (15,244
                )Prepaid
      expenses
                
                
                (23,123
                )
                
                
                -
                
                
                
                (23,123
                )Accounts
      payable
                
                
                (6,176
                )
                
                
                (1,300
                )
                
                
                38,544Accrued
      liabilities
                
                
                3,091
                
                
                
                -
                
                
                
                3,091Accrued
      professional fees
                
                
                13,989
                
                
                
                7,300
                
                
                
                46,007Due
      to related parties
                
                
                46,464
                
                
                
                -
                
                
                
                87,699Net
      cash used in operating activities
                
                
                (256,551
                )
                
                
                (1,502
                )
                
                
                (404,900
                )Cash
      flows from investing activities:Acquisition
      of unproved mineral properties
                
                
                (581,500
                )
                
                
                -
                
                
                
                (590,500
                )Net
      cash used in investing activities
                
                
                (581,500
                )
                
                
                -
                
                
                
                (590,500
                )Cash
      flows from financing activities:Proceeds
      from issuance of common stock
                
                
                1,000,000
                
                
                
                -
                
                
                
                1,159,250Net
      cash provided by financing activities
                
                
                1,000,000
                
                
                
                -
                
                
                
                1,159,250Effects
      of foreign currency exchange
                
                
                (1,646
                )
                
                
                -
                
                
                
                (1,646
                )(Decrease)
      increase in cash during the period
                
                
                160,303
                
                
                
                (1,502
                )
                
                
                162,204Cash,
      beginning of period
                
                
                1,901
                
                
                
                15,477
                
                
                
                -Cash,
      end of period
                
                $
                162,204
                
                
                $
                13,975
                
                
                $
                162,204Supplemental
      disclosures:Cash
      paid during the period for:Taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Non-cash
      financing transaction:Acquisition
      of 24,500,000 common shares
                
                $
                -
                
                
                $
                -
                
                
                $
                1
 The
accompanying notes are an integral part of these unaudited consolidated
financial statements.
  4
  RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 APRIL
30, 2008
 (UNAUDITED)
   NOTE
1 – ORGANIZATION AND BASIS OF PRESENTATION
  Nature
of Operations
  Red Lake
Exploration, Inc. was incorporated on January 10, 2005, under the laws of the
State of Nevada. On August 21, 2007, Red Lake acquired a 99% interest in Minera
Polymet Limitada (Polymet), a limited liability company formed on August 21,
2007, under the laws of the Republic of Chile. In these notes, the terms “Red
Lake”, “Company”, “we”, “us” or “our” mean Red Lake Exploration, Inc. and its
subsidiary, Polymet, whose operations are included in these unaudited
consolidated financial statements.
 
 Red Lake
is involved in the acquisition and exploration of mineral properties in
Chile.  The Company has not determined whether its properties contain
mineral reserves that are economically recoverable.
 
 Exploration
Stage
 
 These
consolidated unaudited financial statements and related notes are presented in
accordance with accounting principles generally accepted in the United States of
America for interim financial information, and are expressed in United States
dollars.  Red Lake has not produced any significant revenues from its
principal business or 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.
 
 The
Company is in the early exploration stage.  In an exploration stage
company, management devotes most of its time to conducting exploratory work and
developing its business.  These unaudited 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 never paid any dividends
and is unlikely to pay dividends or generate earnings in the immediate or
foreseeable future.  The Company’s continuation as a going concern and
its ability to emerge from the exploration stage with any planned principal
business activity is dependent upon the continued financial support of its
shareholders and its ability to obtain the necessary equity financing and attain
profitable operations.
 
 Basis
of Presentation
 
 These
unaudited consolidated 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 Form 10-Q and Article 8 of
Regulation S-X.  They do not include all information and notes
required by generally accepted accounting principles for complete financial
statements.  However, except as disclosed herein, there have been no
material changes in the information disclosed in the notes to the consolidated
financial statements included in Red Lake’s annual report on Form 10-KSB for the
year ended January 31, 2008. 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
months ended April 30, 2008 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
consolidated financial statements for the year ended January 31, 2008 included
in the Company’s annual report on Form 10-KSB.
  5
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 APRIL
30, 2008
 (UNAUDITED)
 NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
 
 A summary
of the Company’s significant accounting policies is included in the Company’s
annual report on form 10-KSB for the year ended January 31, 2008. Additional
significant accounting policies that either affect the Company or have been
developed since January 31, 2008, are summarized below:
  Financial
Instruments
 
 Foreign
Exchange Risk
 
 The
Company is subject to foreign exchange risk for sales and purchases denominated
in foreign currencies. The functional currency for Polymet is the Chilean peso.
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.  The Company does not believe that it has any material risk to
its foreign currency exchange.
 
 Concentration
of Credit Risk
 
 Financial
instruments that potentially subject the Company to significant concentrations
of credit risk consist principally of cash.
 
 At April
30, 2008 and January 31, 2008, the Company had approximately $162,200 and
$1,900, respectively in cash that was not insured. This cash is on deposit with
a major chartered Canadian and a Chilean bank. As part of its cash management
process, the Company performs periodic evaluations of the relative credit
standing of these financial institutions. The Company has not experienced any
losses in cash balances and does not believe that its cash is exposed to any
significant credit risk.
 
 Revenue
Recognition
 
 The
Company records revenues and royalties from the sale of minerals when persuasive
evidence of an arrangement exists, delivery to the customer has occurred and
risk of ownership or title has transferred, and collectibility is reasonably
assured. Interest income is recognized at the end of each month.
 
 During
the three months ended April 30, 2008, we received $5,262 in royalty revenue
from a related company.  (Notes 4 and 5)
 
 Unproved
Mineral Properties and Exploration and Development Costs
  The costs
of acquiring mineral properties are capitalized at the date of acquisition.
After acquisition, various factors can affect the recoverability of the
capitalized costs. If, after review, management concludes that the carrying
amount of a mineral property is impaired, it will be written down to estimated
fair value. Exploration costs incurred on mineral properties are expensed as
incurred. Development costs incurred on proven and probable reserves will be
capitalized. Upon commencement of production, capitalized costs will be
amortized using the unit-of-production method over the estimated life of the ore
body based on proven and probable reserves (which exclude non-recoverable
reserves and anticipated processing losses).
  6
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 APRIL
30, 2008
 (UNAUDITED)
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Long-Lived
Assets
  The
Company accounts for long-lived assets under SFAS Nos. 142 and 144 (SFAS 142 and
144), Accounting for Goodwill
and Other Intangible Assets and Accounting for Impairment or
Disposal of Long-Lived Assets.  In accordance with SFAS 142 and
144, long-lived assets held and used by the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. The Company recognizes impairment when the sum
of the expected undiscounted future cash flows is less than the carrying amount
of the asset. Impairment losses, if any, are measured as the excess of the
carrying amount of the asset over its estimated fair value.  The
Company’s only long-lived assets are its unproven mineral
interests.  At April 30, 2008, the Company had no impairment losses
with respect to its unproven mineral interests.
  Asset
Retirement Obligations
  The
Company will record the fair value of an asset retirement obligation as a
liability in the period in which it incurs a legal obligation associated with
the retirement of tangible long-lived assets that result from the acquisition,
construction, development, and/or normal use of the long-lived assets. The
Company will also record a corresponding asset which is amortized over the life
of the asset. Subsequent to the initial measurement of the asset retirement
obligation, the obligation will be adjusted at the end of each period to reflect
the passage of time (accretion expense) and changes in the estimated future cash
flows underlying the obligation (asset retirement cost). At April 30, 2008 and
January 31, 2008, the Company did not have any asset retirement
obligations.
  Comprehensive
Loss
 
 Comprehensive
loss reflects changes in equity that result from transactions and economic
events from non-owner sources. At April 30, 2008, the Company had a foreign
currency exchange loss of $1,646 and a comprehensive loss of
$277,198.
 
 Recent
Accounting Pronouncements
  In
September 2006, the Financial Accounting Standards Board (FASB) issued SFAS
No. 157, Fair Value
Measurements(SFAS No. 157).  SFAS No. 157 defines
fair value, establishes a framework for measuring fair value and enhances
disclosures about fair value measures required under other accounting
pronouncements, but does not change existing guidance as to whether or not an
instrument is carried at fair value.  SFAS No. 157 was effective
for the Company as of February 1, 2008.  The adoption of SFAS 157 did
not have a significant impact on our unaudited consolidated financial
statements.
  7
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 APRIL
30, 2008
 (UNAUDITED)
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Recent
Accounting Pronouncements, continued
 
 In
February 2007, the 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 adopted SFAS 159 on February 1, 2008. The adoption of SFAS 159 did not
have a material impact on the Company’s unaudited consolidated financial
statements as the Company did not elect the fair value option for any of its
financial assets or liabilities.
 
 In
June 2007, the Emerging Issues Task Force (EITF) of the FASB reached a
consensus on Issue No. 07-3, Accounting for Nonrefundable Advance
Payments for Goods or Services Received for Use in Future Research and
Development Activities(EITF 07-3). EITF 07-3 requires that
non-refundable advance payments for goods or services that will be used or
rendered for future research and development activities must be deferred and
capitalized.  As the related goods are delivered or the services are
performed, or when the goods or services are no longer expected to be provided,
the deferred amounts must be recognized as an expense.  This issue is
effective for financial statements issued for fiscal years beginning after
December 15, 2007 and earlier application is not permitted. This consensus
is to be applied prospectively for new contracts entered into on or after the
effective date.  The Company adopted EITF 07-03 on February 1,
2008.  The adoption of EITF 07-03 did not have a material effect on
our unaudited consolidated financial statements.
  NOTE
3 – GOING CONCERN
 
 These
unaudited 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 significant revenues from mineral sales since inception, 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 of its shareholders,
the ability of the Company to obtain necessary equity financing to continue
operations, 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
mineral production and control production costs. Based upon its current plans,
the Company expects to incur operating losses in future periods. At April 30,
2008, the Company had working capital of $25,229 and has accumulated losses of
$565,124 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 unaudited
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 unaudited consolidated financial
statements.
  8
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 APRIL
30, 2008
 (UNAUDITED)
 NOTE 4 – RELATED-PARTY
TRANSACTIONS
  The
following amounts were due to related parties at April 30, 2008 and January 31,
2008:
 
 April30,
                    2008
                  
                  
                  January
      31,
                    2008Due
      to a company controlled by directors (a)
                  
                  
                  $
      56,416
                  
                  
                  
                  $ 39,010Due
      to a company controlled by a major shareholder anda
      relative of the president (b)
                  
                  
                  24,197
                  
                  
                  
                  -Due
      to a major shareholder (c)
                  
                  
                  7,088
                  
                  
                  
                  -Due
      to a former president (d)
                  
                  
                  -
                  
                  
                  
                  2,227Total
      due to related parties
                  
                  
                  $
      87,701
                  
                  
                  
                  $ 41,237
 (a)
                  During
      the three months ended April 30, 2008 and 2007, the Company paid or
      accrued a total of $104,120 and $0 respectively in exploration costs,
      administrative, advertising and promotion, and travel and entertainment to
      a company controlled by two
directors.
 (b)
                  During
      the three months ended April 30, 2008, the Company paid $281,500in
      unproved mineral property costs and paid or accrued $35,314 in exploration
      and administrative costs to a company controlled by a major shareholder
      and a relative of the president, and received $5,262 in royalty income
      from the same company.  During the three months ended April 30,
      2007, the Company had no transactions with this company.  (Note
      5)
 (c)
                  During
      the three months ended April 30, 2008 and 2007, the Company paid or
      accrued $8,2t06 and $0, respectively, in exploration and administrative
      costs to a major shareholder.
 (d)
                  During
      the three months ended April 30, 2008 and 2007, the Company recognized $0
      and $2,250 in donated rent and services provided by a former
      president.
  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 to a relative of the president.  (Notes
6 and 7)
 
 On April
21, 2008, the Company issued 40,000 units at $0.25 per unit by way of private
placement for cash of $10,000 to a director. (Notes 6 and 7)
 
 On April
21, 2008, the Company issued 2,000,000 units at $0.25 per unit by way of a
private placement for cash of $500,000 to a relative of the
president.  (Notes 6, 7 and 9)
  9
  RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 APRIL
30, 2008
 (UNAUDITED)
   NOTE
5 – UNPROVED MINERAL PROPERTIES
  April30,
                    2008
                  
                  
                  January
      31,
                    2008Acquisition
      costs
                  
                  
                  $ 581,500
                  
                  
                  
                  $   -Total
      acquisition costs
                  
                  
                  $
      581,500
                  
                  
                  
                  $  
      -
 
 Farellon
Alto Uno al Ocho Mineral Properties
 
 On
September 25, 2007, Polymet entered into an agreement with a related company to
acquire by assignment the option to purchase the Farellon Alto Uno al Ocho
mineral properties located in the Sierra Pan de Azucar, Province of Huasco, III
Region of Atacama in Chile. On April 25, 2008, we exercised the option to
acquire the right to purchase the Farellon Alto Uno al Ocho mining holdings by
paying $250,000 to the optionor.  On April 25, 2008 we paid $300,000
to the vendor to acquire title for the property. The Company can complete the
acquisition by paying a royalty equal to 1.5% of the net sales of minerals
extracted from the property up to a total of $600,000.  The royalty
payments are due monthly once exploitation begins, and are subject to minimum
payments of $1,000 per month.  The Company can pay any remainder due
on the royalty at any time. (Notes 4 and 8)
 
 Camila
Mineral Properties
  On
February 1, 2008, Polymet entered into an option agreement with a related
company to acquire an option to purchase the Camila, Camila Dos, Camila Tres and
Camila Cuatro mineral properties, located in Quebrada Jilguero, Commune of
Vallenar, Province of Huasco, III Region of Atacama in Chile.  Under
the terms of the agreement, we paid $5,000 on February 1, 2008 and agreed to pay
$50,000 by May 23, 2008 and $50,000 by November 21, 2008 to exercise the
option.  If we exercise the option with the related company, we are
required to pay $50,000 by December 7, 2008 and $100,000 by June 7, 2009 to the
owners of the property to exercise the property purchase option.  Once
the option with the property owners is exercised, the Company can purchase the
mining property by paying $200,000 to the owners by December 7, 2009 and a
royalty equal to 6% of the net sale of minerals extracted from the property up
to a total of $1,000,000.  To complete the acquisition of the
properties, the full $1,000,000 or unpaid portion is due and payable by December
7, 2011.  (Notes 4 and 8)
  10
  RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 APRIL
30, 2008
 (UNAUDITED)
 NOTE
5 – UNPROVED MINERAL PROPERTIES, continued
 
 Santa
Rosa Mineral Properties
  On
February 1, 2008, Polymet entered into an option agreement with a related
company to acquire an option to purchase the Santa Rosa Uno Al Seis and Porfiada
Uno Al Diez mining properties, located in Sierra Cordon El Tomate, Quebrada de
Agua Grande, Commune of Freirina, Province of Huasco, III Region of Atacama in
Chile.  Under the terms of the agreement we paid $9,500 on February 1,
2008, and agreed to pay $8,500 per month from March 5, 2008 to July 5, 2008 and
$50,000 by August 5, 2008 to exercise the option.  If we exercise the
option, we are required to pay $7,500 per month from August 20, 2008 to August
20, 2009 and $10,000 per month from September 20, 2009 to June 20, 2011 to the
owner of the property to exercise the property purchase option.  Once
the option with the property owner is exercised, the Company will owe the owner
of the property a royalty equal to 1.5% of the net sale of minerals extracted
from the property to a total of $600,000, subject to a minimum monthly payment
of $1,000, once exploitation begins until the total purchase price of $600,000
is paid.  The related company has the right to extract and sell
minerals from the property until August 5, 2008, and must pay the Company a
royalty equal to 5% of the net proceeds it receives from the processor. 
(Notes 4 and 8)
 
 During
the three months ended April 30 2008, the Company received and accrued
approximately $5,000 in royalties from the related company’s sale of minerals
extracted from the Santa Rosa properties.
 
 NOTE
6 – COMMON STOCK
  On April
21, 2008, the Company issued 4,000,000 units at $0.25 per unit in a private
placement for cash of $1,000,000.  Each unit consists of one share of
common stock and one warrant entitling the holder to purchase one share of
common stock for $0.35.  The warrants have a term of two years and
will expire on April 21, 2010.  (Notes 4 and 7)
 
 On August
1, 2007, the Company issued 333,334 units at $0.30 per unit in a private
placement for cash of $100,000. Each unit consists of one common share and 1⁄2 of
one warrant (a total of 166,667 warrants).  Two warrants entitle the
holder to purchase one share of common stock for $0.50. The warrants have a
two-year term and will expire on August 1, 2009.  (Notes 4 and
7)
  On June
20, 2007 the Company acquired 24,500,000 shares of its own common stock
from its former president for consideration of $1.  The Company
cancelled these shares.
  On June
19, 2007, the Company increased its authorized capital from 75,000,000 to
200,000,000 shares of common stock with a par value of $0.001 per
share.
  On June
15, 2007, the Company declared a forward stock split of 13 shares for every one
share of common stock.   All issued shares were retroactively
adjusted for all periods presented.
  On
January 31, 2006, the Company issued 10,850,000 shares of common stock (adjusted
to reflect the forward split) at $0.0035714 per share for proceeds of
$38,750.
  11
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 APRIL
30, 2008
 (UNAUDITED)
 NOTE
6 – COMMON STOCK, continued
 
 On
October 28, 2005, the Company issued 24,500,000 shares of common stock (adjusted
to reflect the forward split) at $0.0007143 per share for proceeds of
$17,500.
  On
October 3, 2005, the Company issued 42,000,000 shares of common stock (adjusted
to reflect the forward split) to its president at $0.00007143 per share for
proceeds of $3,000.
  For
subsequent issuances, refer to Note 9.
 
 NOTE
      7 – WARRANTS
  On April
21, 2008, the Company issued warrants exercisable for 4,000,000 shares of common
stock at $0.35 per share for two years. At April 30, 2008 none of these warrants
had been exercised. (Notes 4 and 6)
 
 On August
1, 2007, the Company issued warrants exercisable for 166,667 shares of common
stock at $0.50 per share for two years. At April 30, 2008 none of these warrants
were exercised.  (Notes 4 and 6)
 
 All of
the Company’s warrants were issued in units that included shares of common
stock.  When the units were issued, the Company allocated 25% of the
proceeds of the issuance to the estimated fair value of the
warrants.  The Company considers the fair value amount to be
reasonable and this allocation has been consistently applied.
 
 Warrants
Outstanding
 
 At April
30, 2008, the following share purchase warrants were outstanding:
  NumberofShares
                  ExercisePrice
      PerShare
                  ExpiryDate166,667
                  $
      0.50
                  August
      13, 20094,000,000
                  $
      0.35
                  April
      21, 20104,166,667
 
 For
subsequent issuances, refer to Note 9.
 
 NOTE
8 – COMMITMENTS
 
 Drilling
Contract
 
 On March
5, 2008, we entered into a diamond-drilling contract with a Chilean drilling
company for exploration drilling on the Camila and Santa Rosa mineral
properties. Under the terms of the contract the Company agreed to pay $365,649
(169,400,000 Chilean pesos) and the drilling company agreed to complete the
drilling program by July 15, 2008.
  12
  RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 APRIL
30, 2008
 (UNAUDITED)
 Commitments
 
 At April
30, 2008, the Company had the following contractual obligations under their
drilling contract and the Farellon, Camila and Santa Rosa
agreements.  (Note 5)
  Future
      minimum payments
                  
                  Drilling
                    Contract
                  
                  
                  Property
                    option
      payments
                  
                  
                  Partial
                    purchase
      payments
                  
                  Royaltypayments*2009
                  
                  $
                  233,153
                  
                  
                  $
                  175,500
                  
                  
                  $
                  117,500
                  
                  $
                  20,0002010
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  410,000
                  
                  
                  24,0002011
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  120,000
                  
                  
                  24,0002012
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  20,000
                  
                  
                  1,024,0002013
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  24,000After
      2013
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  1,084,000Total
      future minimum payments
                  
                  $
                  233,153
                  
                  
                  $
                  175,500
                  
                  
                  $
                  667,500
                  
                  $
                  2,200,000
 *
                  Assuming
      the Company starts exploiting the Farellon property in June 2008 and
      inherits the royalty payment obligations on the Santa Rosa property in
      August 2008. (Note 5)
  NOTE
9 – SUBSEQUENT EVENT
 
 Private
Placements
  On May
14, 2008, the Company received subscriptions from three subscribers for a total
of 999,999 units at $0.30 per unit in a private placement for cash of $300,000.
Each unit consists of one share of common stock and one warrant entitling the
holder to purchase one share of common stock for $0.50. The warrants have a term
of two years and will expire on May 14, 2010 and must be exercised if, at any
time after the end of six months from the issue date, the Company’s shares trade
for 30 consecutive days at $0.80 per share or more. A relative of the Company’s
president subscribed for a total of 333,333 units in this private placement.
(Notes 4, 6 and 7)
 
 13
 Part
I, Item 2.  Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
  Forward-Looking Statements
 
 This
quarterly report on Form 10-Q filed by Red Lake Exploration, Inc. contains
forward-looking statements.  These are statements regarding financial
and operating performance and results and other statements that are not
historical facts.  The words “expect,” “project,” “estimate,”
“believe,” “anticipate,” “intend,” “plan,” “forecast,” and similar expressions
are intended to identify forward-looking statements.  Certain
important risks could cause results to differ materially from those anticipated
by some of the forward-looking statements.  Some, but not all, of
these risks include, among other things:
 ·
                general
      economic conditions, because they may affect our ability to raise
      money,
 ·
                our
      ability to raise enough money to continue our
  operations,
 ·
                changes
      in regulatory requirements that adversely affect our
    business,
 ·
                changes
      in the prices for minerals that adversely affect our
    business,
 ·
                political
      changes in Chile, which could affect our interests there,
    and
 ·
                other
      uncertainties, all of which are difficult to predict and many of which are
      beyond our control.
 
 We
caution you not to place undue reliance on these forward-looking statements,
which reflect our management’s view only as of the date of this
report.  We are not obligated to update these statements or publicly
release the results of any revisions to them to reflect events or circumstances
after the date of this report or to reflect the occurrence of unanticipated
events.  You should refer to and carefully review the information in
future documents we file with the Securities and Exchange
Commission.
 
 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-Q and the audited consolidated financial statements and related notes
included in our Annual Report on Form 10-KSB for the fiscal year ended January
31, 2008.  The inclusion of supplementary analytical and related
information may require us to make 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.  Actual results may vary from the estimates and
assumptions we make.
  When we
use the words “we”, “us” or “our” in this report, we are referring to Red Lake
Exploration, Inc. and its subsidiary, Minera Polymet Limitada, which we
sometimes refer to in this report as “Polymet”.
  Our
principal business is acquiring, exploring and developing mineral
resources. As of the date of this report we have exercised an option to
purchase the Farellon mineral concessions in Chile and we have options to buy
the Camila and Santa Rosa mineral concessions.  In this report , we
sometimes collectively refer to these agreements as our “property
agreements”.  The address of our website is www.redlakeexploration.com.  Information
included on our website is not a part of this report.  We have not
determined whether our properties contain mineral reserves that are economically
recoverable.  We have not begun significant operations and are
considered an exploration stage company as defined by Statement of Financial
Accounting Standard No.7 Accounting and Reporting by
Development Stage Enterprises.
 
 Critical
Accounting Policies and Estimates
 
 We have
prepared our consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America. The reported
financial results and disclosures were determined using the significant
accounting policies, practices and estimates described below.  These
policies, practices and estimates require us to make difficult and subjective
judgments. Actual results may differ significantly from these
estimates.
  14
 
 A summary
of our significant accounting policies is included in our Annual Report on Form
10-KSB for the fiscal year ended January 31, 2008. Additional significant
accounting policies which either affect us or have been developed since January
31, 2008, are summarized below.
 
 Financial
Instruments
 
 Foreign
Exchange Risk
 
 We are
subject to foreign exchange risk for sales and purchases denominated in foreign
currencies.  The functional currency for our operating subsidiary,
Polymet, is the Chilean peso, but we raise our working capital in United States
dollars.  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.  Payments under our property agreements
constitute the majority of our expenditures. As these are usually negotiated in
United States dollars, we do not believe that we have any material risk to our
foreign currency exchange.
 
 Concentration
of Credit Risk
 
 Financial
instruments that potentially subject us to significant concentrations of credit
risk consist principally of cash.
 
 At April
30, 2008, we had approximately $162,200 in cash that was not
insured.  This cash is on deposit with a major chartered Canadian bank
and a Chilean bank.  As part of our cash management process, we
perform periodic evaluations of the relative credit standing of these financial
institutions.  We have not suffered any losses of cash and do not
believe that our cash is exposed to any significant credit risk.
 
 Revenue
Recognition
 
 We record
revenues and royalties from the sale of minerals when pervasive evidence of an
arrangement exists, delivery to the customer has occurred and risk of ownership
or title has transferred, and collectibility is reasonably
assured.   Interest income is recognized at the end of each
month.
 
 During
the three months ended April 30, 2008, we received $5,262 in royalty revenue
from a related company.
 
 Unproved
Mineral Properties and Exploration and Development Costs
  We
capitalize the acquisition costs of our mineral properties when we acquire them.
After acquisition, various factors can affect the recoverability of the
capitalized costs. If, after review, we conclude that the carrying amount of a
mineral property is impaired, we will write it down to estimated fair value. We
expense exploration costs on mineral properties when we incur them. We will
capitalize development costs incurred on proven and probable reserves. When we
begin production, we will amortize capitalized costs using the
unit-of-production method over the estimated life of the ore body based on
proven and probable reserves (which exclude non-recoverable reserves and
anticipated processing losses).
  15
 
 During
the three months ended April 30, 2008, we spent approximately $130,000
conducting groundwork on two mineral properties of interest to us in
Chile.
 
 Long-Lived Assets
  We
account for long-lived assets under SFAS Nos. 142 and 144, Accounting for Goodwill and Other
Intangible Assets and Accounting for Impairment or
Disposal of Long-Lived Assets.  In accordance with SFAS 142 and
144, we review our long-lived assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. We recognize impairment when the sum of the expected undiscounted
future cash flows is less than the carrying amount of the asset. Impairment
losses, if any, are measured as the excess of the carrying amount of the asset
over its estimated fair value.  Our only long-lived assets are our
unproven mineral interests.  At April 30, 2008, we had no impairment
losses with respect to our unproven mineral interests.
  Asset
Retirement Obligations
  We will
record the fair value of an asset retirement obligation as a liability in the
period in which we incur a legal obligation associated with the retirement of
tangible long-lived assets that result from the acquisition, construction,
development, or normal use of our long-lived assets. We will record a
corresponding asset and will amortize the asset over its useful life. We will
adjust the obligation at the end of each period to reflect the passage of time
(accretion expense) and changes in the estimated future cash flows underlying
the obligation (asset retirement cost). At April 30, 2008 we had no asset
retirement obligations.
  Comprehensive
Loss
 
 Comprehensive
loss reflects changes in equity that result from transactions and economic
events from non-owner sources.  At April 30, 2008, we had a
foreign currency exchange loss of $1,646 and a comprehensive loss of
$277,198.
 
 Recent
Accounting Pronouncements
  In
September 2006, the Financial Accounting Standards Board (FASB) issued SFAS
No. 157, Fair Value
Measurements.  SFAS No. 157 defines fair value,
establishes a framework for measuring fair value and enhances disclosures about
fair value measures required under other accounting pronouncements, but does not
change existing guidance as to whether or not an instrument is carried at fair
value.  SFAS No. 157 was effective for us beginning on February
1, 2008.  The adoption of SFAS 157 did not have a significant impact
on our unaudited consolidated financial statements.
 
 In
February 2007, the FASB issued SFAS No. 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. We
adopted SFAS 159 on February 1, 2008. The adoption of SFAS 159 did not have a
material impact on our unaudited consolidated financial statements as we did not
elect the fair value option for any of our financial assets or
liabilities.
  16
  Overview
  On
November 27, 2007 we abandoned our mineral claims in the Red Lake Mining
District, Ontario, Canada.
  In
anticipation of acquiring 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.
  On
November 20, 2007, we acquired an option to buy the Farellon mineral properties
covering 66 hectares in the III Region of Chile. On April 25, 2008 we exercised
this option and acquired title to the property. On February 1, 2008, we acquired
options to purchase the Camila and Santa Rosa mineral properties covering a
total of 880 hectares in the III Region of Chile.  All of these
agreements are with Minera Farellon Limitada, a company controlled by Kevin
Mitchell, a significant shareholder.  We are conducting groundwork on nine
other properties of interest to us in Chile.  Over the next year we
plan to concentrate on exploring and developing our properties in
Chile.
  Plan
of Operation
  Through
Minera Farellon, we have contracted for the services of Mr. Mitchell, an
experienced manager resident in Chile who has organized our office, reviews
potential properties, and expedites other resources for us. He also acts as the
legal representative for Polymet.
  Chilean
Mineral Claims
  During
the last twelve months, we have conducted
groundwork on twelve properties of interest to us in the III Region of Chile. We
have acquired one of those properties and have options to acquire two more.
These three properties are described below. We are continuing to compile data
and review the remaining nine properties.
  FARELLON MINERAL PROPERTIES
  On September 25, 2007,
Minera Farellon agreed to assign to us its option to buy the mineral concessions
Farellon Alto Uno al Ocho located in the Sierra Pan de Azucar, Province of
Huasco, III Region of Atacama in Chile.  We agreed to pay Minera
Farellon $250,000 when the assignment was recorded with the Conservator of Mines
in Freirina, Chile.  On November 20, 2007, the assignment was
recorded and Minera Farellon granted us an extension for the payment of
$250,000 until April 30, 2008. On April 25, 2008, we paid Minera Farellon
$250,000 to exercise our option and paid the vendor $300,000 to acquire title to
the property. We still owe the vendor 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 exploitation begins, and are subject to a
minimum monthly payment of $1,000.  We can pay any remainder due on
the royalty at any time. We have not begun exploiting the property.
  17
  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% copper, and ICP analysis of surface samples indicates
mineralogy assemblages consistent with classic IOCG deposits. Historic drilling
on the property intersected sulphide and oxide mineralization to a depth of 150
meters and outlined a 1.7 kilometer strike length.  Four significant
intersections are summarized in table 1.
  Table
      1. Significant IntersectionsMetres
                Gold
                  (grams/tonne)
                Copper
                  (%)
                Cobalt
                  (%)9
                3.72
                2.49
                .063
                4.17
                5.29
                .1110
                1.53
                1.31
                .0420
                .97
                1.22
                .02
  CAMILA
MINERAL PROPERTIES
  On
February 1, 2008, Minera Farellon granted us an option to acquire its option to
buy the Camila mineral concessions located in the Sector of Quebrada, Commune of
Vallenar, Province of Huasco, III Region of Atacama, Chile. We paid Minera
Farellon $5,000 when we signed the agreement and agreed to pay an additional
$100,000 in two equal payments of $50,000. On May 23, 2008 we paid the first
$50,000 and must pay the remaining $50,000 on November 21, 2008 if we elect to
exercise our option. If we exercise our option on November 21, 2008, we will
assume all of Minera Farellon’s rights and obligations for the mining properties
and will be required to pay the vendor $50,000 by December 7, 2008 and $100,000
by June 7, 2009 to keep the option in good standing. We can exercise our option
to buy the mining property by paying the vendor $200,000 by December 7,
2009.  Thereafter, we must pay the vendor a royalty equal to 6% of the
net sales of minerals extracted from the property for a total of
$1,000,000.  The royalty payments are due monthly once exploitation
begins. The total amount is payable in full by December 7, 2011.
  The
Camila property is made up of four mining and exploration concessions totaling
770 hectares. The property is located in the highly prospective Candelaria IOCG
Belt. The Camila property was last explored in the late 1990s by Trilogy Metals,
Inc., formerly Thyssen Mining Exploration Inc., which identified two mineralized
structures with up to 1.12% copper and 7.5 grams per tonne gold from surface
grab samples.
  We began
exploring the Camila property on March 14, 2008. The planned exploration program
consisted of six drill holes totaling approximately 1000 metres of diamond
drilling on two previously identified mineralized structures to target depth
extents of surface copper mineralization and coincident induced polarization
anomalies identified in the previous geophysics survey. A second target along
the El Zorro Vein is planned to intercept depth and strike extents of the known
mineralized structure containing gold bearing hematite quartz.
 
 We
completed four diamond drill holes totaling 939 metres. Two of the holes
targeted the Zorro Vein at depth and two holes tested the nearby Camila Breccia.
We expect our initial assay results sometime in July.
  18
  SANTA
ROSA MINERAL PROPERTIES
  On
February 1, 2008, Minera Farellon granted us an option to acquire its option to
buy the Santa Rosa mineral concessions located in Sierra Cordon El Tomate,
Province of Huasco, III Region of Atacama, Chile. We paid $9,500 when we signed
the agreement and agreed to pay $8,500 per month for five months ending July 5,
2008 and $50,000 by August 5, 2008 to exercise the option, for a total exercise
price of $102,000.  If we exercise the option, we will assume Minera
Farellon’s rights and obligations and will be required to pay the vendor a total
of $317,500 by June 20, 2011, on monthly terms. If we make all of these
payments, we will acquire the title to the property. We will owe the vendor 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
exploitation begins, and are subject to a minimum monthly payment of
$1,000.  Minera Farellon retained the right to continue to mine the
property until we exercise our option and must pay us a royalty equal to 5% of
the net proceeds from the sale of ore. During the first quarter of 2008 we
received approximately $5,000 in royalty payments.
  The Santa
Rosa property is made up of two mining and exploration concessions totaling 110
hectares. The property is located in the highly prospective Candelaria IOCG
belt. Recent exploration has identified multiple mineralized structures with
significant alteration indicators of IOCG systems. Minera Farellon is selling
the ore that it mines to Enami, a Chilean national mining
company.  The ore is returning grades of up to 19.78% copper and 13.9
grams per tonne gold.
 
 We moved
the diamond drill to the Santa Rosa property in June 2008 and have begun
exploring the property. The
planned program consists of approximately 1000 metres of near-surface diamond
drilling and is designed to extend to depth the mineralization that is currently
the focus of Minera Farellon’s small-scale, near-surface
mining.
  OTHER
PROPERITES
  Whilewe intend to
concentrate our efforts on exploring and developing the three properties that we
have, we are reviewing other interesting properties in the same general
area.  We are waiting for the geological review on nine 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. If our initial
evaluation results are promising, we intend to acquire additional Chilean
mineral properties.
 
 The
acquisition and exploration of our Chilean mineral claims are subject to our
obtaining the necessary funding. We have contracted with a placement agent that
will endeavor to obtain a private financing of up to $6 million, the terms of
which have yet to be determined.
 
 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.  The 1%
interest that we don’t own is held for us by a Chilean resident as required by
Chilean law.  He is an experienced manager who has organized an office and
expedites other resources for us.  We have agreed to pay him $2,000
per month to act as the legal representative and manager.
  19
 
 Equity
Financing
 
 To
generate working capital during the last twelve months, we have issued shares
and warrants under Regulation S promulgated under the Securities Act of 1933 as
set out in table 2.
  Table
      2. Equity FinancingShares
                
                Warrants*Date
      of issue
                
                Number
                
                Price
                
                Proceeds
                
                Number
                
                Price
                
                ExpiryAugust
      1, 2007
                
                
                333,334
                
                $
                0.30
                
                $
                100,000
                
                
                166,667
                
                $
                0.50
                
                August
      1, 2009April
      21, 2008
                
                
                4,000,000
                
                $
                0.25
                
                
                1,000,000
                
                
                4,000,000
                
                $
                0.35
                
                April
      21, 2010May
      14, 2008
                
                
                999,999
                
                $
                0.30
                
                
                300,000
                
                
                999,999
                
                $
                0.50
                
                May
      14, 2010†5,333,333
                
                
                
                
                $
                1,400,000
                
                
                5,166,666*The
      warrants can be exercised any time before their expiry date for one share
      of our common stock at the exercise price.
                  †These
      warrants must be exercised if our stock trades at $0.80 per share for 30
      consecutive trading days.
 
 Based on
our operating plan, 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 economic
mineral properties, generate revenue from our mineral production and control
production costs.  Our 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 economic 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 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 liquidate our
assets and discharge our liabilities in other than the normal course of business
and at amounts different from those reflected in our consolidated financial
statements.
  If we are
successful in completing future equity financing, the issuance of additional
shares will result in dilution to our existing shareholders.
  Other Trends, Events or Uncertainties
that may Impact Results of Operations or Liquidity
  Although
we have raised $1,300,000 since January 31, 2008, our cash position as of the
date of this report is inadequate to satisfy our working capital needs for the
next twelve months.  Over the next twelve months we will need to raise
capital to cover our operating costs, fulfill the obligations we may incur under
our property agreements and cover any exploration or development costs on our
properties.
  We expect
our general and administrative expenses to increase due to the costs associated
with setting up and increasing the scope of our operations in Chile, which
include exploring and developing our mineral properties and sourcing additional
mineral properties.  We have no capital expenditures planned, but we
are reviewing other mineral properties and could decide to buy or acquire an
option to buy more properties, which would require that we raise more
capital.
  We do not
anticipate generating any revenue over the next twelve months other than the 5%
royalty that Minera Farellon pays us from its mining of the Santa Rosa property,
which is not enough to cover our operating costs and will end in August 2008
unless we exercise our option. If we exercise our option, we can either mine the
property ourselves or agree to a new contract with Minera Farellon to continue
mining the property.  We plan to fund our operations through any
combination of equity financing from the sale of our securities, private loans,
joint ventures or through the sale of a part interest in our mineral properties.
 We do not have any financing arranged and, although we have succeeded in
raising funds as we have needed them, we cannot assure you that we will be able
to raise sufficient funds in order to cover our general and administrative
expenses and acquire and develop properties. Although we have not obtained any
financing in the United States and have no plans to, any downturn in the United
States economy could affect the willingness of non-US persons to invest their
United States funds in risky ventures such as ours.
  20
  We may
consider entering into a joint venture partnership with a more senior resource
company to provide the funding that we need 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 likely
have to assign a percentage of our interest in our mineral property to our joint
venture partner in exchange for the funding.
 
 Other
than as discussed in this quarterly report, we know of no other trends, events
or uncertainties that have or are reasonably likely to have a material impact on
our short-term or long-term liquidity.
 
 Related-Party
Transactions
 
 At April
30, 2008, we owed Minera Farellon $24,197. During the three months ended April
30, 2008 we paid $281,500 in unproved property acquisition costs and received
$5,262 in royalty payments from the same company. We have paid or accrued $7,118
and $28,196 in exploration and administrative fees to the same
company.
 
 At April
30, 2008, we owed $56,417 to Fladgate Exploration Consulting Corporation, a
company controlled by our directors. During the three months ended April 30,
2008, we paid a total of $104,120 in geological consulting fees and
administrative, advertising, promotion and travel expenses to the same
company.
 
 At April
30, 2008, we owed $7,088 to Kevin Mitchell, our major shareholder. During the
three months ended April 30, 2008, we paid $8,206 in exploration and
administration costs to Mr. Mitchell.
 
 We do not
have any loans or advances payable to our directors and we do not have any
commitments to pay any administrative or directors’ fees to any related party
other than our agreement to pay $2,000 per month to Mr. Mitchell to act as
Polymet’s legal representative and manager in Chile, to pay Minera Farellon an
expediting fee for sourcing and providing our field office and accommodations
and other facilities in Chile, and to pay a company owned by John Da Costa, our
chief financial officer, for providing accounting and administrative
services.
 
 On April
21, 2008, we issued 40,000 units of our securities to Michael Thompson, a
director, at $0.25 per unit for cash of $10,000.  Each unit consists
of one share of our common stock and one warrant entitling the holder to
purchase one share of our common stock for $0.35 for two years.  The
warrants expire on April 21, 2010.
 
 On April
21, 2008, we issued 2,000,000 units of our securities to Richard N. Jeffs at
$0.25 per unit for cash of $500,000.  Each unit consists of one share
of our common stock and one warrant entitling the holder to purchase one share
of our common stock for $0.35 for two years.  The warrants expire on
April 21, 2010.  Mr. Jeffs is the father of Caitlin Jeffs, our chief
executive officer.
  On May
14, 2008, we issued another 333,333 units of our securities to Mr. Jeffs at
$0.30 per unit for cash of $100,000.  Each unit consists of one share
of our common stock and one warrant entitling the holder to purchase one share
of our common stock for $0.50 for two years.  The warrants expire on
May 14, 2010.
 
 On June
20, 2007,  John Di Cicco, our former president and chief executive
officer, tendered 24,500,000 restricted shares to us in return for
$1.  We cancelled these shares.
  21
   We
recognized donated rent at $250 per month and donated administrative services
provided by Mr. Di Cicco at $500 per month until April 30, 2007. Since then, we have
contracted with a company owned by Mr. Da Costa for all of our accounting and
general administrative services.
  Comparison
of the three months ended April 30 2008 and 2007
  Overall
Results of Operations
  During
the three months ended April 30, 2008, we had a net loss of $275,552, which is
an increase of $265,800 from our net loss of $9,752 for the three months ended
April 30, 2007.  This was primarily due to increases in our
exploration, administrative, advertising and promotion, professional, and travel
and entertainment costs.
  We expect
our net loss over the next twelve months to be significantly
higher.  We do not expect to generate any significant revenue from
mineral sales; and we expect our operating costs to increase as the scope of our
operations in Chile increases.
  Revenue
  We did
not have any operating revenue from inception (January 10, 2005) to April 30,
2008 other than the 5% royalty that we began to receive in April 2008 from
Minera Farellon who has the right to mine our Santa Rosa properties until we
exercise our option.  To date, we have financed our activities with
the proceeds of securities offerings. From our inception on January 10, 2005, to
the date of this report, we have raised a total of $1,459,250 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 other than the
royalty from Minera Farellon, which is not enough to cover our operating
costs.
  Operating
Expenses
  Our
operating expenses increased by $271,062, from $9,752 to $280,814, for the three
months ended April 30, 2008.  This increase was primarily due
to increases of approximately $128,500 in property and exploration expenses,
$66,000 in administrative costs, $51,000 in advertising and promotional
activities, $16,500 in professional fees, $6,500 in travel and entertainment
costs, $4,000 in office costs, and $1,500 in bank service charges. These costs
were partially offset by decreases in donated services of $1,500 and donated
rent of $750.
  The
increase in our operating expenses was primarily due to increases in mineral and
exploration programs on our Chilean properties; administrative costs associated
with outsourcing our administration, accounting services and rent; advertising
costs associated with promotional activities; and professional and regulatory
compliance costs.
  Over the
next twelve months we expect our net loss to increase primarily due to increases
in the costs of outsourcing our administrative and accounting services, having a
resident manager in Chile, and renting our field facilities in Chile; making the
payments required by the terms of our property agreements; obtaining legal
services as necessary to enforce our rights and discharge our obligations under
the property agreements; exploring our properties and retaining geologists and
drilling contractors; and advertising, travel and entertainment.
  22
  Off-Balance-Sheet
Arrangements
  We have
no off-balance sheet arrangements and no non-consolidated, special-purpose
entities.
  Liquidity,
Capital Resources and Financial Position
  At April
30, 2008, we had a cash balance of $162,204 and negative cash flow from
operations of $838,051.
  The notes
to our unaudited consolidated financial statements as of April 30, 2008 disclose
our uncertain ability to continue as a going concern.  We have not
generated, and do not expect to generate, enough operating revenue to cover our
expenses while we are in the exploration stage and as a result we have
accumulated a deficit of $565,124 since inception.  As of April 30,
2008, we had $175,342 in current liabilities.  After offsetting our
current liabilities against our current assets of $200,571, we have working
capital of $25,229.  While we have successfully generated enough
working capital to the date of this report through the sale of our securities
and we believe that we can continue to do so for the next year, we cannot assure
you that we will succeed in generating enough working capital to meet our
ongoing cash needs.
  Net
Cash Used In Operating Activities
  Net cash
used in operating activities during the three months ended April 30, 2008, was
$256,551.  We used $275,552 to cover our net loss for the period. We
spent $23,123 on prepaid expenses and deposits, increased our accounts
receivable by $15,244, and reduced our accounts payable by $6,176. These
uses of cash were partially offset by increases in amounts due to related
parties of $46,464, accrued professional fees of $13,989, and accrued
liabilities of $3,091.
  We intend
to continue to sell our securities to raise sufficient working capital and
obtain advances and loans to sustain our operating and mining activities,
however, we cannot assure you that we will be successful in raising the funds
necessary to continue our operations or that we will ever become
profitable.
  Net
Cash Used in Investing Activities
  During
the three months ended April 30, 2008, we spent $581,500 to buy mineral
properties.
  Net
Cash Provided By Financing Activities
  Financing
activities during the three months ended April 30, 2008, provided net cash of
$1,000,000.  On April 21, 2008, we issued 4,000,000 units at $0.25 per
unit in a private placement for cash of $1,000,000.  Each unit
consists of one share of our common stock and one warrant entitling the holder
to purchase one share of our common stock for $0.35 per share for two years
ending on April 21, 2010. In May, 2008, we issued another 999,999 units at $0.30
per unit for cash of $333,333. Each unit consists of one share of our common
stock and one warrant entitling the holder to purchase one share of our common
stock at $0.50 per share for two years ending on May 14, 2010.
  Contingencies
and Commitments
  We had no
contingencies at April 30, 2008.  We had the following long-term
commitments at April 30, 2008:
  23
  On
September 27, 2007, Minera Farellon assigned to us its option to purchase the
Farellon mining properties located in the Sierra Pan de Azucar, Province of
Huasco, III Region of Atacama in Chile.  On April 25, 2008, we paid
Minera Farellon $250,000 to exercise the option and paid the vendor $300,000 to
acquire title to the properties. We owe the vendor 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 exploitation
begins, and are subject to a minimum monthly payment of $1,000. We are not yet
exploiting this property.
  On
February 1, 2008, Minera Farellon assigned to us its option to purchase four
mineral concessions called the Camila Breccia, located in the Sector of Quebrada
Jilguero, Commune of Vallenar, Province of Huasco, III Region of Atacama, Chile.
Under the terms of the assignment we paid $5,000 upon signing the agreement and
agreed to pay $50,000 by May 23, 2008, which we have paid, and $50,000 by
November 21, 2008, to exercise the option. If we exercise the option, then we
must pay the vendor $50,000 by December 7, 2008, $100,000 by June 7, 2009,
$200,000 by December 7, 2009, and a royalty equal to 6% of the net sales of
minerals extracted from the property for a total of $1,000,000.  Any
unpaid portion of the royalty is payable in full on December 7, 2011. We have
not yet extracted any minerals from the property.
  On
February 1, 2008, Minera Farellon assigned to us its option to purchase two
mineral concessions called the Santa Rosa located in Sierra Cordon El Tomate,
Quebrada de Agua Grande, Commune of Freirina, Province of Huasco, III Region of
Atacama, Chile. Under the terms of the assignment, we paid Minera Farellon
$9,500 upon signing the agreement, and agreed to pay $8,500 per month for the
five months ending July 5, 2008, and $50,000 on August 5, 2008 to exercise our
option. If we exercise our option, then will owe the vendor $7,500 per month
from August 20, 2008 to August 20, 2009, $10,000 per month from September 20,
2009 to June 20, 2011 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 exploitation begins, and are subject to a minimum
monthly payment of $1,000. Minera Farellon is exploiting the property during the
term of our option, which ends on August 5, 2008. If we exercise our option,
then we have the right to exploit unless we grant Minera Farellon the right to
continue to exploit. In either case, we will be required to pay the royalty due
to the vendor. If we are not exploiting, then we will owe the minimum monthly
amount of $1,000.
  On March
5, 2008, we entered into a contract with a Chilean drilling company to complete
diamond drilling programs on the Camila and Santa Rosa properties. We agreed to
pay $386,145 (169,400,000 Chilean pesos, net of tax) for the contract and paid
the first drilling invoice of $35,761 (16,342,300 Chilean pesos) on April 17,
2008. The drilling company has agreed to complete the programs by July 15,
2008.  On March 18, 2008, we advanced $30,000 (12,855,000 Chilean
pesos) to the drilling company to be applied against the total cost of the
contract.
  24
  Contractual
Obligations
  Our
commitments under our property agreements and for the diamond drilling programs
are the only contractual obligations that we have.  Table 3 summarizes
our contractual obligations and commitments as of April 30, 2008 for the next
fiscal years.
  Table
      3. Contractual ObligationsTotal
                
                Less
      than
                  1
      year
                
                1-3
                  Years
                
                3-5
                  years
                
                More
      than
                  5
      yearsOption
      payment
                
                $
                175,500
                
                $
                175,500
                
                $
                -
                
                $
                -
                
                $
                -Partial
      purchase payments
                
                
                667,500
                
                
                117,500
                
                
                530,000
                
                
                20,000
                
                
                -Royalty
      payments*
                
                
                2,200,000
                
                
                20,000
                
                
                48,000
                
                
                1,048,000
                
                
                1,084,000Drilling
      contract
                
                
                233,153
                
                
                233,153
                
                
                -
                
                
                -
                
                
                -$
                3,276,153
                
                $
                546,153
                
                $
                578,000
                
                $
                1,068,000
                
                $
                1,084,000*The
      Farellon and Santa Rosa agreements have minimum royalty payments of $1,000
      per month that are payable when exploitation begins. We do not know
      when exploitation will begin; in this table we have assumed that we will
      start exploitation of the Farellon property in June 2008 and will inherit
      the royalty payment obligations on the Santa Rosa property in August
      2008.
  Internal
and External Sources of Liquidity
  To date
we have funded our operations by selling our securities. In April, 2008, we
began receiving a 5% royalty from Minera Farellon, which has the right to mine
the Santa Rosa property until we exercise our option on August 5,
2008.
  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.
  25
  Part
I, Item 3.  Quantitative and Qualitative Disclosures about Market
Risk.
 
 As a
smaller reporting company, we are not required to provide this
disclosure.
 
 Part
I, Item 4T.  Controls and Procedures.
 
 (a)
Disclosure Controls and Procedures
 
 We
carried out an evaluation, under the supervision and with the participation of
our management, including our president and our chief financial officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this report.  We
undertook our evaluation in consultation with our accounting
personnel.  Based on that evaluation, the president and the chief
financial officer concluded that, as of the evaluation date, our disclosure
controls and procedures are effective to ensure that information that we must
disclose in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms.
 
 (b)
Changes in internal control over financial reporting
 
 We did
not make any changes in our internal control over financial reporting during the
first quarter of the fiscal year that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
 
 Part
II, Item 1.  Legal Proceedings.
 
 We are
not a party to any pending legal proceedings and, to the best of our knowledge,
none of our properties or assets is the subject of any pending legal
proceedings.
 
 Part
II, Item 1A.  Risk Factors.
 
 There
have been no material changes from the risk factors previously disclosed in our
Annual Report on Form 10-KSB which was filed on May 13, 2008.
 
 Part
II, Item 2.  Unregistered Sales of Equity Securities and Use of
Proceeds.
 
 On April
21, 2008, we issued 4,000,000 units at $0.25 per unit by way of a private
placement for cash of $1,000,000.  Each unit consists of one share of
common stock and one common stock purchase warrant entitling the holder to
purchase one share of common stock for $0.35.  The warrants have a
term of two years and will expire on April 21, 2010.  We relied on
Regulation S promulgated under the Securities Act of 1933 to sell these
securities inasmuch as the securities were sold to non-U.S.
persons in offshore transactions, we did not engage in any directed selling
efforts in the United States, and each investor represented to us that the
investor was not a U.S. person and was not acquiring the stock for the account
or benefit of a U.S. person.
  26
  Part
II, Item 3.  Defaults upon Senior Securities.
 
 None.
 
 Part
II, Item 4.  Submission of Matters to a Vote of Security
Holders.
 
 No
matters were submitted to the vote of security holders during the quarter ended
April 30, 2008.
 
 Part
II, Item 5.  Other Information.
 
 None.
 
 Part
II, Item 6.  Exhibits.
 
 Exhibit
      No.
              Description
      of Exhibit3.1
              Articles
      of Incorporation(1)3.2
              Bylaws(1)10.1
              Option Agreement to Acquire
      Mining Concession/Santa Rosa dated February 1, 2008 between Minera Polymet
      Limitada and Minera Farellon Limitada(2)10.2
              Option
      Agreement to Acquire Mining Concession/Camila Breccia dated February 1,
      2008 between Minera Polymet Limitada and Minera Farellon Limitada(2)10.3
              Form
      of Securities Purchase Agreement*10.4
              Contract
      of Sale of Mine Holdings from Compania Minera Romelio Alday Limitada to
      Minera Polymet Limitada*31.1
              Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002*31.2
              Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002*32
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002*
 * Filed
herewith.
 (1)
Incorporated by reference from the Registration Statement on Form SB-2 filed
with the Securities and Exchange Commission on May 22, 2006 as file number
333-134363.
 (2)
Incorporated by reference from the registrant’s Annual Report on Form 10-KSB
filed with the Securities and Exchange Commission on May 13, 2008 as file number
000-52055.
  27
  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.
    RED
      LAKE EXPLORATION, INC.By:
                /s/
      Caitlin JeffsCaitlin
      Jeffs, President
 By:
                  /s/
      John DaCostaJohn
      DaCosta, Chief Financial Officer
 
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