As Filed With the Securities and Exchange Commission on May 19, 2006

SEC File ____________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Initial Filing

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

RED LAKE EXPLORATION, INC.
(Name of Small Business Issuer in its Charter)

Nevada	1000	00-0000000
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification Number)

10168 Lawson Drive
Richmond, British Columbia
Canada, V7E 5M3
Telephone: (604) 961-0301
Facsimile: (604) 909-2763

(Address and telephone number of principal executive offices and principal place of business)

Agent for Service:

John Di Cicco
10168 Lawson Drive
Richmond, British Columbia
Canada, V7E 5M3

Telephone: (604) 961-0301
Facsimile: (604) 909-2763

With a Copy To:

Joseph I. Emas
1224 Washington Avenue
Miami Beach, Florida
33139

Telephone: (305) 531-1174
Facsimile: (305) 531-1274

Approximate Date of Proposed Sale to the Public:
As soon as practicable and from time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box	[X]
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box	[ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box	[ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box	[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box	[ ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount to be registered	Dollar Amount To Be Registered	Proposed Maximum Offering Price per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee ^[1]
Common Stock	2,525,000	$126,250.00	$0.05	$126,250.00	$13.51

[1] Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee based on a bona fide estimate of the maximum offering price.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion
Dated May 19, 2006

Prospectus

RED LAKE EXPLORATION, INC.

2,525,000 Shares
Common Stock

The selling shareholders named in this prospectus are offering all of our shares of common stock through this prospectus. We will not receive any proceeds from this offering.

We are a startup exploration stage company without operations.

Our common stock is not presently traded on any market or securities exchange. The selling shareholders are required to sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices.

This investment involves a high degree of risk see "Risk Factors" on page 7.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

Table of Contents

Prospectus Summary 4

Risk Factors 7

If we do not obtain additional financing, our business plan will fail. 7

If we fail to make required payments or expenditures, we could lose title to the mining claims. 7

Because we have only recently commenced business operations, we face a high risk of business failure. 7

Because we have only recently commenced business operations, we expect to incur operating losses for the foreseeable future causing us to run out of funds. 7

If we do not find a joint venture partner for the continued development of our mining claims, we may not be able to advance exploration work. 7

Because a professional geologist has not been on our claims, we may find that the claims cannot host a viable mineral deposit. 8

Because our management has no experience in the mineral exploration business, we may make errors and this could cause our business to fail. 8

Because our sole director and officer owns the majority of our company's common stock, he has the ability to override the interests of the other stockholders. 8

Because of the speculative nature of mineral exploration, there is substantial risk that no commercially viable mineral deposits will be found 8

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business. 8

Because access to our mining claims is often restricted by inclement weather, we will be delayed in our exploration and any future mining efforts. 8

As we undertake exploration of our mining claims, we will be subject to compliance of government regulation, this may increase the anticipated time and cost of our exploration program. 9

If we do not obtain clear title to the mineral claim, our business may fail. 9

Because market factors in the mining business are out of our control, we may not be able to market any minerals that may be found. 9

Because we hold a significant portion of our cash reserves in United States dollars, we may experience weakened purchasing power in Canadian dollar terms and not be able to afford to conduct our planned exploration program. 9

Because our auditors have expressed substantial doubt about our ability to continue as a going concern, we may find it difficult to obtain additional financing. 9

Because there is no liquidity and no established public market for our common stock, it may prove impossible to sell your shares. 10

If the selling shareholders sell a large number of shares all at once or in blocks, the value of our shares would most likely decline. 10

Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock. 10

Use of Proceeds 11

Determination of Offering Price 11

Dilution 11

Selling Shareholders 12

Plan of Distribution 15

Legal Proceedings 17

Directors, Executive Officers, Promoters and Control Persons 18

Security Ownership of Certain Beneficial Owners and Management 19

Description of Securities 20

Interest of Named Experts and Counsel 22

Disclosure of Commission Position of Indemnification for Securities Act Liabilities 22

Organization Within Last Five Years 22

Description of Business 23

Management's Discussion and Analysis 28

Description of Property 33

Certain Relationships and Related Transactions 34

Market for Common Equity and Related Stockholder Matters 35

Executive Compensation 37

Financial Statements 38

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 48

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Prospectus Summary

The following summary is a shortened version of more detailed information, exhibits and financial statements appearing elsewhere in this prospectus. Prospective investors are urged to read this prospectus in its entirety.

We are a startup exploration stage company without operations and we are in the business of mineral exploration. We have no revenues, have achieved losses since inception, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations. We only have funds to complete our first phase of our anticipated exploration program, that is until July 1, 2007. There is no assurance that a commercially viable mineral deposit exists on our mining claims. Further exploration will be required before a final evaluation as to the economic and legal feasibility of our mining claims can be determined. Even if we complete our current exploration program and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit or reserve.

On November 15, 2005, we acquired three mining claims from Ridgestake Resources Inc. for $9,000. Under the Ontario Mining Act, title to Ontario mining claims can only be held by individuals or Canadian corporations. Because of this regulation, our President is holding the mining claims in trust for us until we can determine whether there are commercially viable gold deposits on any of our mining claims. If we determine that there is a commercially viable gold deposit on any of our mining claims, we will incorporate a Canadian subsidiary to hold title to the claims and our President will transfer the mining claims to the subsidiary. The transfer will be at no cost to us, other than the costs associated with the incorporation of the Canadian subsidiary.

The mining claims lie approximately 50 miles east of Balmertown and the gold mining area of Red Lake in northwestern Ontario. The closest community is that of Uchi Lake, approximately 2 miles to the southwest of the claims. The claims are centered on latitude 51° 6' 23.9” N and longitude 92° 33' 49.6”. There is no electrical power that can be utilized on the claims other than electrical power that can be provided by gas or diesel generators that we would bring on site.

Mr. Di Cicco, our sole director and officer has no previous experience in mineral exploration or operating a mining company. Mr. Di Cicco owns 54% of our outstanding common stock. Since Mr. Di Cicco owns a majority of our outstanding shares and he is the sole director and officer of our company he has the ability to elect directors and control the future course of our company. Investors may find that the corporate decisions influenced by Mr. Di Cicco are inconsistent with the interests of other stockholders.

In February 2006, we engaged a professional geoscientist named Bernard Dewonck who is familiar with the Red Lake area to develop a report about our mining claims. Mr. Di Cicco was introduced to Mr. Dewonck at a mining conference in Vancouver, British Columbia in January 2006. The report entitled “Report On KRL3016881, KRL3016882, KRL3016883 Claims” dated April 26, 2006 describes the mining claims, the regional geology, the mineral potential of the claims and recommendations how we should explore the claims.

Our objective is to conduct exploration activities on our mining claims to assess whether the claims possess any commercially viable mineral deposits. Until we can validate otherwise, the claims are without known reserves and we are planning a three phase program to explore our claims. Access to the claims is restricted to the period of May 1 to November 15 of each year due to snow in the area. This means that our exploration activities are limited to a period of about six and a half months per year. We will commence exploration on our claims in July 2006 and our goal is to complete the first phase of exploration before August 27, 2006. The following table summarizes the three phases of our anticipated exploration program.

Phase Number	Planned Exploration Activities	Time table
Phase One	Magnetometer Survey	Between July 1, 2006 to August 27, 2006
Phase Two	UTEM Survey	Between May 1, 2007 to November 15, 2007
Phase Three	Geochemical Sampling	Between May 1, 2008 to November 15, 2008

If our exploration activities indicate that there are no commercially viable mineral deposits on our mining claims we will abandon the claims and stake new claims to explore in Canada. We will continue to stake and explore claims in Canada as long as we can afford to do so.

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To date we have raised $59,250 via three offerings. The following table summarizes the date of offering, the price per share paid, the number of shares sold and the amount raised for the offering.

Closing Date of Offering	Price Per Share Paid	Number of Shares Sold	Amount Raised
October 3, 2005	$0.001	3,000,000	$3,000
October 28, 2005	$0.01	1,750,000	$17,500
January 31, 2006	$0.05	775,000	$38,750

We have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations.

Name, Address, and Telephone Number of Registrant

Red Lake Exploration, Inc.
10168 Lawson Drive
Richmond, British Columbia
Canada, V7E 5M3

Telephone: (604) 961-0301

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The Offering

Securities Offered	Being up to 2,525,000 shares of common stock. The shares of common stock are being offered by selling shareholders and not our company.
Offering Price	The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined the offering price based upon the price of the last sale of our common stock to investors.
Terms of the Offering	The selling shareholders will determine when and how they sell the common stock offered in this prospectus. We will cover the expenses associated with the offering which we estimate to be $15,765. Refer to “Plan of Distribution”.
Termination of the Offering	The offering will conclude when all of the 2,525,000 shares of common stock have been sold or the shares no longer need to be registered to be sold.
Securities Issued And to be Issued	5,525,000 shares of our common stock are issued and outstanding as of May 19, 2006. All of the common stock to be sold under this prospectus will be sold by existing shareholders.
Use of Proceeds	We will not receive any proceeds from the sale of the common stock by the selling shareholders. The funds that we raised through the sale of our common stock were used to cover administrative and professional fees such as accounting, legal, geologist, technical writing, printing and filing costs.

The absence of a public market for our common stock makes our shares highly illiquid. It will be difficult to sell the common stock of our company.

Summary Financial Information

The tables and information below are derived from our audited financial statements for the period ended January 31, 2006. We have working capital of $49,062 as at January 31, 2006.

Financial Summary		January 31, 2006 $
Cash		49,062
Total Assets		49,062
Total Liabilities		−
Total Liabilities and Stockholder's Equity		49,062

Statement of Operations	Accumulated from January 10, 2005 (Date of Inception) to January 31, 2006 $	For the Year Ended January 31, 2006 $	From January 10, 2005 (Date of Inception) to January 31, 2005 $
Revenue	−	−	−
Net Loss For the Period	(13,188)	(12,363)	(825)
Net Loss per Share		(0.01)	−

The book value of our company's outstanding common stock is $0.01 per share as at January 31, 2006.

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Risk Factors

An investment in our common stock involves a number of very significant risks. You should carefully consider the following known material risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our company's common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following known material risks. The risks described below are not the only ones facing our company. Additional risks not presently known to us may also impair our business operations. You could lose all or part of your investment due to any of these risks.

If we do not obtain additional financing, our business plan will fail.

Our current operating funds are estimated to be sufficient to complete the first phase of exploration on our mining claims. However, we will need to obtain additional financing in order to complete our business plan. Our business plan calls for significant expenses in connection with the exploration of our mining claims. We have not made arrangements to secure any additional financing.

If we fail to make required payments or expenditures, we could lose title to the mining claims.

In order to retain title to the mining claims, we are required to perform exploration work totaling at least CDN$11,200 over the three mining claims by August 27, 2006. If we fail the make and file the required expenditures we will lose title to the mining claims.

Because we have only recently commenced business operations, we face a high risk of business failure.

We have not begun the initial stages of exploration of our mining claims, and thus have no way to evaluate the likelihood whether we will be able to operate our business successfully. We were incorporated on January 10, 2005 and to date have been involved primarily in organizational activities, acquiring our mining claims and obtaining financing. We have not earned any revenues and we have never achieved profitability as of May 19, 2006. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in the light of problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mining claims that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. We have no history upon which to base any assumption as to the likelihood that our business will prove successful, and we can provide no assurance to investors that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks our business will likely fail and you will lose your entire investment in this offering.

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Because we have only recently commenced business operations, we expect to incur operating losses for the foreseeable future causing us to run out of funds.

We have not earned revenue and we have never been profitable. Prior to completing exploration on our mining claims, we may incur increased operating expenses without realizing any revenues from our claims, this could cause us to run out of funds and make our business fail and you will lose your entire investment in this offering.

If we do not find a joint venture partner for the continued development of our mining claims, we may not be able to advance exploration work.

If the results of our Phase Two exploration program are successful, we may try to enter a joint venture agreement with a partner for the further exploration and possible production on our mining claims. We would face competition from other junior mineral resource exploration companies who have properties that they deem to be attractive in terms of potential return and investment cost. In addition, if we entered into a joint venture agreement, we would likely assign a percentage of our interest in the mining claims to the joint venture partner. If we are unable to enter into a joint venture agreement with a partner, we may fail and you may lose your entire investment in this offering.

Because a professional geologist has not been on our claims, we may find that the claims cannot host a viable mineral deposit.

To our knowledge a professional geologist has not set foot on our claims. Our consulting geologist, Bernard Dewonck has prepared our geological report based on published information about the geology of the area on and around our claims. A site visit to our claims by a professional geologist could reveal that our mining claims cannot host a viable mineral deposit.

Because our management has no experience in the mineral exploration business, we may make errors and this could cause our business to fail.

Our President has no previous experience operating an exploration or mining company and because of this lack of experience he may be prone to errors. Our management lacks the technical training and experience with exploring for, starting, or operating a mine. With no direct training or experience in these areas our management may not be fully aware of the many specific requirements related to working in this industry. Our management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to our management's lack of experience in this industry.

Because our sole director and officer owns the majority of our company's common stock, he has the ability to override the interests of the other stockholders.

Our President owns 54% of our outstanding common stock and serves as our sole director. Investors may find the corporate decisions influenced by our President are inconsistent with the interests of other stockholders.

Because of the speculative nature of mineral exploration, there is substantial risk that no commercially viable mineral deposits will be found.

Exploration for commercially viable mineral deposits is a speculative venture involving substantial risk. We cannot provide investors with assurance that our mining claims contain commercially viable mineral deposits. The exploration program that we will conduct on our claims may not result in the discovery of commercial viable mineral deposits. Problems such as unusual and unexpected rock formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we may be unable to complete our business plan and you could lose your entire investment in this offering.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. We currently have no such insurance nor do we expect to get such insurance for the foreseeable future. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all of our assets resulting in the loss of your entire investment in this offering.

Because access to our mining claims is often restricted by inclement weather, we will be delayed in our exploration and any future mining efforts.

Access to our mining claims is restricted to the period between May 1 and November 15 of each year due to snow in the area. As a result, any attempts to visit, test, or explore the property are largely limited to these six and a half months of the year when weather permits such activities. These limitations can result in significant delays in exploration efforts, as well as mining and production in the event that commercial amounts of minerals are found. Such delays can result in our inability to meet deadlines for exploration expenditures as defined by the Province of Ontario. This could cause our business venture to fail and the loss of your entire investment in this offering unless we can meet deadlines.

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As we undertake exploration of our mining claims, we will be subject to compliance of government regulation, this may increase the anticipated time and cost of our exploration program.

There are several governmental regulations that materially restrict the exploration of minerals. We will be subject to the mining laws and regulations as contained in the Mineral Act of the Province of Ontario as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations. While our planned exploration program provides a budget for regulatory compliance, there is a risk that new regulations could increase our time and costs of doing business and prevent us from carrying out our exploration program.

If we do not obtain clear title to the mineral claim, our business may fail.

Under Ontario law, title to Ontario mining claims can only be held by individuals or Canadian corporations. Since we are a Nevada corporation we are not legally allowed to hold claims in Ontario. Our mining claims are being held in trust for us by our President as he is an individual. If we confirm economically viable deposits of minerals on our mining claims we will incorporate a Canadian subsidiary to hold title the mining claims and our President will transfer the claims to the subsidiary. Until we can confirm viable mineral deposits, our President is holding the claims in trust for us by means of a trust agreement. However, there could be situations such as the death or bankruptcy of our President that could prevent us from obtaining clear title to the mining claims. If we are unable to obtain clear title to the mining claims our business will likely fail and you will lose your entire investment in this offering.

Because market factors in the mining business are out of our control, we may not be able to market any minerals that may be found.

The mining industry, in general, is intensely competitive and we can provide no assurance to investors even if minerals are discovered that a ready market will exist from the sale of any ore found. Numerous factors beyond our control may affect the marketability of metals. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our not receiving an adequate return on invested capital and you may lose your entire investment in this offering.

We hold a significant portion of our cash reserves in United States dollars. Due to foreign exchange rate fluctuations, the value of these United States dollar reserves can result in both translation gains or losses in Canadian dollar terms. If there was to be a significant decline in the United States dollar versus the Canadian Dollar, our US dollar purchasing power in Canadian dollars would also significantly decline. If a there was a significant decline in the US dollar we would not be able to afford to conduct our planned exploration program. We have not entered into derivative instruments to offset the impact of foreign exchange fluctuations.

Because our auditors have expressed substantial doubt about our ability to continue as a going concern, we may find it difficult to obtain additional financing.

The accompanying financial statements have been prepared assuming that we will continue as a going concern. As discussed in Note 1 to the financial statements, we were recently incorporated on January 10, 2005, and we do not have a history of earnings, and as a result, our auditors have expressed substantial doubt about our ability to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

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Because there is no liquidity and no established public market for our common stock, it may prove impossible to sell your shares.

There is presently no public market in our shares. While we intend to contact an authorized OTC Bulletin Board market maker for sponsorship of our securities, we cannot guarantee that such sponsorship will be approved and our stock listed and quoted for sale. Even if our shares are quoted for sale, buyers may be insufficient in numbers to allow for a robust market, it may prove impossible to sell your shares.

If the selling shareholders sell a large number of shares all at once or in blocks, the value of our shares would most likely decline.

The selling shareholders are offering 2,525,000 shares of our common stock through this prospectus. They must sell these shares at a fixed price of $0.05 until such time as they are quoted on the OTC Bulletin Board or other quotation system or stock exchange. Our common stock is not presently traded on any market or securities exchange, but should a market develop, shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline. Moreover, the offer or sale of large numbers of shares at any price may cause the market price to fall. The outstanding shares of common stock covered by this prospectus represent approximately 46% of the common shares currently outstanding.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

that a broker or dealer approve a person's account for transactions in penny stocks; and
the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

obtain financial information and investment experience objectives of the person; and
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, which, in highlight form:

sets forth the basis on which the broker or dealer made the suitability determination; and
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

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Use of Proceeds

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.

Determination of Offering Price

We determined the offering price of $0.05 based upon the price of the last sale of our common stock to investors. The price of the last sale was determined by what we found could attract investors to invest in our high risk mineral exploration company. The selling shareholders are required to sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices.

Dilution

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.

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Selling Shareholders

The selling shareholders named in this prospectus are offering all of the 2,525,000 shares of the common stock offered through this prospectus. These shares were acquired from us in two private placements of our common stock. Both offerings were exempt from registration under Regulation S of the Securities Act of 1933. The first offering was conducted at a price of $0.01 per share of which 1,750,000 shares of common stock were sold and was completed on October 28, 2005. The second offering was conducted at a price of $0.05 per shares of which 775,000 shares of common stock were sold and was completed on January 31, 2006.

The shares were sold solely by our President to his family, close friends and close business associates under exemptions provided in Canada and Regulation S. There was no private placement agent or others who were involved in placing the shares with the selling shareholders.

The following table provides as of May 19, 2006 information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including the:

Number of shares owned by each before the offering;
Total number of shares that are to be offered for each;
Total number of shares that will be owned by each upon completion of the offering; and
Percentage owned by each upon completion of the offering.

Name of Selling Shareholder	Shares Owned Before the Offering	Total Number of Shares to be Offered for the Security Holder's Account	Total Shares Owned After the Offering is Complete	Percentage of Shares Owned After the Offering is Complete
Chris Brown	125,000	125,000	Nil	Nil
Ken Bell	50,000	50,000	Nil	Nil
Andre Bergos	25,000	25,000	Nil	Nil
Brandon Buch	50,000	50,000	Nil	Nil
Gregory Corcoran	50,000	50,000	Nil	Nil
Michael Dake	125,000	125,000	Nil	Nil
Irene Day	50,000	50,000	Nil	Nil
Ian Demrey ^[1]	50,000	50,000	Nil	Nil
Randy Demrey ^[1]	25,000	25,000	Nil	Nil
Alfonso Di Cicco ^[2]	50,000	50,000	Nil	Nil
Tony Di Cicco ^[2]	50,000	50,000	Nil	Nil
Peter Dickie	125,000	125,000	Nil	Nil
Cheri Doricich	25,000	25,000	Nil	Nil
George Erskine	50,000	50,000	Nil	Nil
Grady Flinn	50,000	50,000	Nil	Nil
James Ginter	25,000	25,000	Nil	Nil
Larry Kristof	125,000	125,000	Nil	Nil
Inga Matthiesen	50,000	50,000	Nil	Nil
James McBride	25,000	25,000	Nil	Nil
Kerry McKenzie	125,000	125,000	Nil	Nil
Robert Messenger	50,000	50,000	Nil	Nil

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Name of Selling Shareholder	Shares Owned Before the Offering	Total Number of Shares to be Offered for the Security Holder's Account	Total Shares Owned After the Offering is Complete	Percentage of Shares Owned After the Offering is Complete
Gordon Osinchuk	125,000	125,000	Nil	Nil
Gord Racette	125,000	125,000	Nil	Nil
Shawn Rommel	25,000	25,000	Nil	Nil
Kirsten Sorensen	125,000	125,000	Nil	Nil
Jo Stebbings	125,000	125,000	Nil	Nil
Frank Taggart	125,000	125,000	Nil	Nil
Nima Tavassol	25,000	25,000	Nil	Nil
Mark Tommasi	50,000	50,000	Nil	Nil
Negar Towfigh	125,000	125,000	Nil	Nil
Michael Townsend	125,000	125,000	Nil	Nil
Dale Walters	125,000	125,000	Nil	Nil
James Zanoil	125,000	125,000	Nil	Nil

Total	2,525,000	2,525,000

Footnotes:

Ian Demrey, the owner of 50,000 shares of our common stock, is the brother of Randy Demrey, the owner of 25,000 shares of our common stock. Each of these shareholders has no beneficial interest in the other party's respective holdings.
Tony Di Cicco., the owner of 50,000 shares of our common stock, is the adult son of Alfonso Di Cicco, the owner of 50,000 shares of our common stock. Each of these shareholders has no beneficial interest in the other party's respective holdings. Additionally, Alfonso Di Cicco is the father of John Di Cicco and Tony Di Cicco is the brother of John Di Cicco, our Sole Director and President. Neither Alfonso Di Cicco or Tony Di Cicco reside with our Sole Director and President.

Other than detailed in the footnotes above, we are not aware of any family relationships among selling shareholders.

Except as indicated above, the named shareholders beneficially own and have sole voting and investment power over all shares or rights to these shares. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. There percentages are based on 5,525,000 shares of common stock outstanding on May 19, 2006. The selling shareholders named in this prospectus are offering a total of 2,525,000 shares of common stock which represents 46% of our outstanding common stock on May 19, 2006.

Except as indicated above, none of the selling shareholders or their beneficial owners:

Has had a material relationship with us other than as a shareholder at any time within the past three years;
Has ever been one of our officers or directors; or
Is a registered broker-dealer or an affiliate of a broker-dealer.

Because our offering has no broker-dealer involvement the selling shareholders are considered to be our underwriters.

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Plan of Distribution

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:

On such public markets or exchanges as the common stock may from time to time be trading;
In privately negotiated transactions;
Through the writing of options on the common stock;
In short sales; or
In any combination of these methods of distribution.

No public market currently exists for our shares of common stock. We intend to contact an authorized OTC Bulletin Board market maker for sponsorship of our securities on the OTC Bulletin Board. The OTC Bulletin Board is a securities market but should not be confused with the NASDAQ market. OTC Bulletin Board companies are subject to less restrictions and regulations than are companies traded on the NASDAQ market. There is no assurance that our common stock will be quoted on the OTC Bulletin Board.

The NASD regulates the OTC Bulletin Board and has requirements regarding the quotation of securities. We currently do not meet these requirements because our common stock is unregistered and we are not yet a reporting company. We intend to register our common stock by [ten days + effective date], by filing a Form 8 A with the SEC. This Form 8 A will also cause us to become a reporting company. We cannot give any assurance that the shares offered will have a market value, or that they can be resold at the offered price if and when an active secondary market might develop, or that a public market for our securities may be sustained even if developed.

Regarding our intention to contact an authorized OTC Bulletin Board market maker for sponsorship of our securities on the OTC Bulletin Board, we intend to engage a market maker to file an application on our behalf in order to make a market for our common stock by [ninety days + effective date]. We expect that the application process will take two to four months to complete because there is a detailed review process that we must undergo. If our common stock is quoted on the OTC Bulletin Board, it will become simpler to buy and sell our common stock and we expect the liquidity of our common stock will be improved.

The selling shareholders are required to sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board. Thereafter, the sales price offered by the selling shareholders to the public may be:

The market price prevailing at the time of sale;
A price related to such prevailing market price; or
Such other price as the selling shareholders determine from time to time.

The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144. A description of the selling limitations defined by Rule 144 can be located on page 35 of this prospectus.

The selling shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker's or dealer’s commitment to the selling shareholders. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers. If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.

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If our selling shareholders enter into arrangements with brokers or dealers, as described above, we are obligated to file a post-effective amendment to this registration statement disclosing such arrangements, including the names of any broker dealers acting as underwriters.

We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

Not engage in any stabilization activities in connection with our common stock;
Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act.

Penny Stock Rules

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which:

Contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
Contains a description of the broker's or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements;
Contains a brief, clear, narrative description of a dealer market, including “ bid” and “ ask” prices for penny stocks and the significance of the spread between the bid and ask price;
Contains a toll-free telephone number for inquiries on disciplinary actions;
Defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
Contains such other information and is in such form (including language, type, size, and format) as the Security and Exchange Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer:

With bid and offer quotations for the penny stock;
The compensation of the broker-dealer and its salesperson in the transaction;
The number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
Monthly account statements showing the market value of each penny stock held in the customer's account.

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In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling our common stock.

Regulation M

During such time as we may be engaged in a distribution of any of the shares we are registering by this registration statement, we are required to comply with Regulation M. In general, Regulation M precludes any selling security holder, any affiliated purchasers and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. Regulation M defines a “distribution” as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods. Regulation M also defines a “distribution participant” as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.

Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. We have informed the selling shareholders that the anti-manipulation provisions of Regulation M may apply to the sales of their shares offered by this prospectus, and we have also advised the selling shareholders of the requirements for delivery of this prospectus in connection with any sales of the common stock offered by this prospectus.

Legal Proceedings

We have no legal proceedings that have been or are currently being undertaken for or against us nor are any contemplated.

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Directors, Executive Officers, Promoters and Control Persons

The sole Director and Officer currently serving our Company is as follows:

Name	Age	Positions Held and Tenure
John Di Cicco	39	President, Chief Financial Officer and Director since January 10, 2005.

The sole Director named above will serve until the next annual meeting of the stockholders. Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated.

Biographical information

John Di Cicco

Mr. Di Cicco has acted as our sole Director and Officer since our inception on January 10, 2005. Mr. Di Cicco has been self employed since June 1995. He has provided and currently provides marketing and communications services to several mineral exploration, mining and technology companies in Canada. From June 1987 to June 1995, Mr. Di Cicco was a district manager for Vtech Holdings Ltd. Mr. Di Cicco was responsible for managing sales in the province of British Columbia in Canada. Vtech Holdings Ltd. at the time was a computer manufacturer but is currently best known for its cordless telephone systems.

Given that Mr. Di Cicco has no previous experience in mineral exploration or operating a mining company, he intends to perform his job for us by engaging consultants who have experience in the areas where he is lacking. Mr. Di Cicco has worked to familiarize himself with our business by attending a single mineral exploration conference in Vancouver, British Columbia, Canada in January 2006. At this conference, Mr. Di Cicco attended some technical sessions and trade shows.

Significant Employees and Consultants

We have no significant employees other than Mr. Di Cicco who is our sole Director and Officer. Mr. Di Cicco will devote approximately 10 hours per week or 25% of his working time to our business. For our accounting requirements we utilize the consulting services of Lancaster & David, Chartered Accountants of Vancouver, Canada to assist in the preparation of our annual and interim financial statements in accordance with accounting principles generally accepted in the United States.

Conflicts of Interest

Though Mr. Di Cicco does not work with any other mineral exploration companies other than ours, he may in the future. We do not have any written procedures in place to address conflicts of interest that may arise between our business and the future business activities of Mr. Di Cicco.

Audit Committee Financial Expert

We do not have a financial expert serving on an audit committee. We do not have an audit committee because we are a start-up exploration company and have no revenue.

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of May 19, 2006, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding common stock of our company.

Title of Class	Name and Address of Beneficial Owner	Number of Shares Owned Beneficially	Percent of Class Owned Prior To This Offering
Common Stock	John Di Cicco President, Principal Financial Officer, Principal Accounting Officer and Director 10168 Lawson Drive Richmond, British Columbia Canada, V7E 5M3	3,000,000	54%

Title of Class	Security Ownership of Management	Number of Shares Owned Beneficially	Percent of Class Owned Prior To This Offering
Common Stock	All executive officers and directors as a group	3,000,000	54%

The percent of class is based on 5,525,000 of common stock issued and outstanding as of May 19, 2006.

The person listed is the sole Director and Officer of our company and has full voting and investment power with respect to the shares indicated. Under the rules of the Securities and Exchange Commission, a person (or a group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares power to vote or to direct the voting of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

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Description of Securities

General

Our authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.001 per share.

Common Stock

As at May 19, 2006 5,525,000 shares of common stock are issued and outstanding and held by 35 shareholders of record. In the opinion of our securities lawyer, Joseph I. Emas, all of this common stock has been validly issued, is fully paid and is non-assessable.

Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of three percent of shares of common stock issued and outstanding, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate prorata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no preemptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

As of May 19, 2006, there was no preferred stock issued or authorized.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

As of May 19, 2006, there are no outstanding warrants to purchase our securities. We may, however, issue warrants to purchase our securities in the future.

Options

As of May 19, 2006, there are no options to purchase our securities outstanding. We may, however, in the future grant such options and/or establish an incentive stock option plan for our directors, employees and consultants.

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Convertible Securities

As of May 19, 2006, we have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock. We may, however, issue such convertible or exchangeable securities in the future.

Nevada Anti-Takeover Laws

The provisions of the Nevada Revised Statutes (NRS) sections 78.378 to 78.3793 apply to any acquisition of a controlling interest in a certain type of Nevada corporation known as an “Issuing Corporation”, unless the articles of incorporation or bylaws of the corporation in effect the tenth day following the acquisition of a controlling interest by an acquiring person provide that the provisions of those sections do not apply to the corporation, or to an acquisition of a controlling interest specifically by types of existing or future stockholders, whether or not identified.

The provisions of NRS 78.378 to NRS 78.3793 do not restrict the directors of an “Issuing Corporation” from taking action to protect the interests of the corporation and its stockholders, including, but not limited to, adopting or signing plans, arrangements or instruments that deny rights, privileges, power or authority to a holders of a specified number of shares or percentage of share ownership or voting power.

An “Issuing Corporation” is a corporation organized in the state of Nevada and which has 200 or more stockholders of record, with at least 100 of whom have addresses in the state of Nevada appearing on the stock ledger of the corporation and does business in the state of Nevada directly. As we currently have less than 200 stockholders the statute does not currently apply to us.

If we do become an “Issuing Corporation” in the future, and the statute does apply to us, our sole director Mr. Di Cicco on his own will have the ability to adopt any of the above mentioned protection techniques whether or not he owns a majority of our outstanding common stock, provided he does so by the specified tenth day after any acquisition of a controlling interest.

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Interest of Named Experts and Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest exceeding $50,000, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Joseph I. Emas, our independent legal counsel, has provided an opinion on the validity of our common stock.

The financial statements included in this prospectus have been audited by Manning Elliott LLP, Chartered Accountants, of Vancouver, Canada to the extent and for the periods set forth in their report appearing elsewhere herein, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The geological report for our mining claims was prepared by Bernard Dewonck, P. Geo., and the summary information of the geological report disclosed in this prospectus is in reliance upon the authority and capability of Mr. Dewonck as a Professional Geoscientist.

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to provisions of the State of Nevada, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable.

Organization Within Last Five Years

We were incorporated on January 10, 2005 under the laws of the state of Nevada. On the date of our incorporation, we appointed John Di Cicco as our Director. On January 10, 2005, Mr. Di Cicco was appointed President, Principal Financial Officer, Principal Accounting Officer and Secretary of our company. Mr. Di Cicco may be deemed to be our promoter. On November 15, 2005 we entered into an agreement with Jaroslav Ruza to acquire an 100% interest in the KRL3016881, KRL3016882 and KRL3016883 mining claims located in the Red Lake Mining Division, Ontario, Canada, in consideration for $9,000. The claims are registered in the name of Mr. Di Cicco, who has executed a trust agreement whereby he agrees to hold the claims in trust for us.

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Description of Business

Business Development

We are a startup exploration stage company without operations, and we are in the business of gold exploration. There is no assurance that a commercially viable mineral deposit exists on our mining claims. Additional exploration will be required before a final evaluation as to the economic and legal feasibility of our mining claims can be determined.

The mining claims were staked by Jaroslav Ruza on August 27, 2004, and were acquired by us on November 15, 2005 from his company, Ridgestake Resources Inc. The mining claims are in the Red Lake Mining District, Ontario, Canada. The claim numbers are KRL3016881, KRL3016882 and KRL3016883 and the claims are contiguous each other. The total area of our mining claims is 978.5 hectares or approximately 2,400 acres.

Mr. Di Cicco has no previous experience exploring for minerals or operating a mining company. Even if we complete our current exploration program and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit or reserve.

Our consulting geologist, Mr. Dewonck is a professional geoscientist. He has an office in Vancouver, British Columbia, Canada and is employed by Coast Mountain Geological Ltd. He is a qualified professional geologist with a B. Sc. degree in geology from the University of British Columbia obtained in 1974. He has practiced his profession for more than thirty years in North America, Central America, and South America. He is a member in good standing of the Association of Professional Engineers and Geoscientists of British Columbia. Mr. Dewonck does not own any interest in our claims and is not a shareholders or affiliate of our company.

The potential economic significance of the mining claims is that according to our consulting geologist's report, our claims have the potential to contain vein-hosted gold and volcanic-hosted massive sulphide deposits of considerable size. A massive suplhide is a body of rock made up mainly or wholly of sulphide minerals and often proves to be an ore body.

The cost of the mining claims charged to operations by us was $9,000 which represented the cost to acquire the claims from Ridgestake Resources Inc. However, we will incur much more significant expenses in order to explore our claims as described in our Plan of Operation.

We have no current plans to change our business activities from mineral exploration or to combine with another business. It is possible that beyond the foreseeable future that if our mineral exploration efforts fail and world demand for the minerals we are seeking drops to the point that it is no longer economical to explore for these minerals we may need to change our business plans. However, until we encounter such a situation we intend to explore for minerals in Canada or elsewhere.

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Location and Means of Access to Our Mining Claims

Active logging roads may provide excellent access, however we have not confirmed the conditions of road access to the claims themselves. If road access fails, the claims front a lake to the west and access by boat or float plane is possible.

Map 1 – Location of Red Lake Mining Claims

Mining Claims Description

Our KRL3016881, KRL3016882 and KRL3016883 contiguous mining claims are unencumbered and in good standing and there are no third party conditions which affect the claim other than conditions defined by the Province of Ontario as described below. The claims together are an area of 978.5 hectares, which is equivalent to an area of approximately 2,100 acres. We have no insurance covering the claim. We believe that no insurance is necessary since the claim is unimproved and contain no buildings or improvements. The claim number, registered owner number, expiry date, number of units, and work requirement as typically recorded in the Province of Ontario is as follows:

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Claim Number	Registered Owner	Due Date	Number of Units	Work Requirement
3016881	DICICCO, JOHN GIOVANNI (100%)	2006-AUG-27	7	$2,800
3016882	DICICCO, JOHN GIOVANNI (100%)	2006-AUG-27	10	$4,000
3016883	DICICCO, JOHN GIOVANNI (100%)	2006-AUG-27	11	$4,400

The KRL3016881, KRL3016882 and KRL3016883 mining claims are located in the Red Lake Mining Division, Ontario, Canada. Our consulting geologist has written a report and provided us with recommendations of how we should continue to explore our claims.

There is no assurance that a commercially viable mineral deposit exists on the claims. Exploration will be required before an evaluation as to the economic feasibility of the claims can be determined. It is our intention to incorporate a Canadian subsidiary and record the deed of ownership in the name of our subsidiary if minerals are discovered on one or more of the claims and, it appears that it would be economically viable to commercially mine a claim. Until we can validate otherwise, the property is without known reserves and we have planned a three phase exploration program as recommended by our consulting geologist. We have not commenced any exploration or work on the claims.

Conditions to Retain Title the Mining Claims

In order to retain title to the mining claims, we are required to perform and file exploration work totaling CDN$11,200 on the mining claims by June 9, 2006. Exploration work costs conducted on one claim can be assigned to the other to keep all claims in good standing as long as CDN$11,200 is spent on all three claims overall.

History of Red Lake and of the Mining Claims Area

The following history is summarized from the report prepared by our consulting geologist, Bernard Dewonck, dated April 26, 2006, concerning our mining claims which are situated to the southeast of the Red Lake gold mining camp. The history of the Red Lake gold mining camp dates back to 1897 when gold mineralization was first found on the surface. It was not rich enough to pursue at the time and it took rumors of a silver occurrence to attract prospectors back in 1922. At that time, claims were staked and gold rush ensued. By 1929 several gold mines were under construction. The 1929 stock market crash dampened exploration but rising gold prices prompted a resumption of work by 1931. The early 1940's saw gold producing mines in the area with all activity ceasing in 1943 due to Word War II. Activity resumed in 1949 and gold has been mined from the area until present day by a number of mining companies.

Our mining claims are located a distance of approximately 50 miles east from Balmertown and the gold mining area of Red Lake in northwestern Ontario. The potential economic significance of the mining claims is hat according to our consulting geologist's report, our claims have the potential to contain vein-hosted gold and volcanic-hosted massive sulphide deposits of considerable size. A massive suplhide is a body of rock made up mainly or wholly of sulphide minerals and often proves to be an ore body. Our objective is to conduct exploration activities on our mining claims to assess whether the claims have any commercially viable gold deposits. Until we can validate otherwise, the claims are without known reserves and we have planned a three phase program to explore our claims.

Present Condition of the Mining Claims

Neither our President our Consulting Geologist has been onto the mining claims. Our consulting geologist has indicated that the relief on the property is generally subdued, with scarce outcrop, generally covered with up to approximately 60 feet of glacial till. There is no equipment, infrastructure, or electricity on the claim.

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Geology of the Mining Claims

Neither our company or our Consulting Geologist is aware of any current or historical geological reports with respect to our specific mining claims. The mining claims, according to published regional mapping, appear to be underlain entirely by Neoarchaean (a time period approximately 2.5 billion years ago) mafic to volcanic and volcanogenic rocks (types of rocks), predominately of the Earngey Sequence (location of a rock formation). Until we can validate otherwise, the claims are without known reserves and we have planned a three phase program to explore our claims.

Competitive Conditions

The mineral exploration business is an extremely competitive industry. We are competing with many other exploration companies looking for minerals. We are one of the smallest exploration companies and a very small participant in the mineral exploration business. Being a junior mineral exploration company, we compete with other companies like ours for financing and joint venture partners. Additionally, we compete for resources such as professional geologists, camp staff, helicopters and mineral exploration supplies.

Dependence on Major Customers

We have no customers.

Intellectual Property and Agreements

We have no intellectual property such as patents or trademarks. Additionally, we have no royalty agreements or labor contracts.

Government Approvals and Regulations

We will be required to comply with all regulations defined in the Mineral Act for the Province of Ontario. The effect of these existing regulations on our business is that we are able to carry out our exploration program as we have described in this prospectus. However, it is possible that a future government could change the regulations that could limit our ability to explore our claim, but we believe this is unlikely.

Exploration Expenditures

We have not made any expenditures in regard to the actual exploration of our mining claims.

Costs and Effects of Compliance with Environmental Laws

We currently have no costs to comply with environmental laws concerning our exploration program.

Employees

We do not have any employees other than Mr. Di Cicco. We intend to retain the services of independent geologists and consultants on a contract basis to conduct the exploration program on our KRL3016881, KRL3016882 and KRL3016883 mining claims.

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Reports to Security Holders

We are not required to deliver an annual report to security holders. However, we intend to voluntarily send an annual report to security holders and this annual report will include audited financial statements.

This prospectus and exhibits will be contained in a Form SB-2 registration statement that will be filed with the Securities and Exchange Commission. We will become a reporting company after this prospectus has been declared effective by the Securities and Exchange Commission (“SEC”). As a reporting company we will file quarterly, annual, beneficial ownership and other reports with the SEC. However, unless we have the requisite number of shareholders we are only obliged to report to the SEC for one year.

You may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C., 20549. You may obtain information from the Public Reference Room by calling the SEC at 1-800-SEC-0330. Since we are an electronic filer, the easiest way to access our reports is through the SEC's Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

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Management's Discussion and Analysis

Plan of Operation

Exploration Plan

Our plan of operation for the foreseeable future is to complete the following objectives within the time periods specified, subject to our obtaining any additional funding necessary for the continued exploration of our mining claims. We do not have enough funds to complete our Phase Two or Phase Three programs which we would plan to start in the summer of 2007 if the results of our Phase One exploration program is encouraging. The following is a brief summary of our three phase exploration program:

The next anniversary date of our mining claims is August 27, 2006. In order to keep the claims in good standing we must perform and register exploration work with the province of Ontario of at least CDN$11,200 over our three mining claims. As recommended by our consulting geologist, we plan to conduct the first phase of our three phase exploration program starting on July, 2006. This Phase One exploration program is expected to cost approximately CDN$16,500. A field crew will mobilize onto our claims and will establish a grid and perform approximately 20 miles of magnetometer survey and then demobilize from the area.
The results obtained during the Phase One exploration program will be assembled, interpreted and we will review the results of the Phase One exploration program between September and December 2006. We will engage our consulting geologist to interpret the results of Phase One and develop a summary report.
If the Phase Two program were to proceed, our consulting geologist has indicated that we should budget approximately CDN$25,500 for our Phase Two program. If we proceed with a Phase Two program we would do so in July 2007. A field crew will mobilize onto our claims, perform line cutting and perform a 6 mile UTEM survey and then demobilize from the area. A UTEM survey utilizes more precise modern equipment to measure electromagnetic distortions caused by metallic minerals in rocks.
In the case that the Phase Two program takes place, the results obtained during the Phase Two program will be assembled, interpreted and we will review the results of the Phase Two program between September and December 2007. We will engage our consulting geologist to interpret the results of Phase Two and develop a summary report.
If the Phase Three program were to proceed, our consulting geologist has indicated that we should budget approximately CDN$113,000 for our Phase Three program. If we proceed with a Phase Three program we would do so in July 2008. A field crew will mobilize onto our claims and perform a significant amount of geochemical sampling.
In the case that the Phase Three program takes place, the results obtained during the Phase Three program will be assembled, interpreted and we will review the results of the Phase Two program between September and December 20087. We will engage our consulting geologist to interpret the results of Phase Three and develop a summary report. At this stage we will have a significantly better understanding of any mineralization on our claims.

As at January 31, 2006, we had a cash balance of $49,062. If the results of the Phase One exploration program are encouraging, we will have to raise additional funds starting in January 2007 so that Phase Two exploration could commence in July 2007.

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During the next 12 months, we do not anticipate generating any revenue. If additional funds become required, the additional funding will come from equity financing from the sale of our common stock or sale of part of our interest in our mining claims. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our Phase Two and Phase Three programs. In the absence of such financing, our business will fail.

We may consider entering into a joint venture partnership by linking with a major resource company to provide the required funding to complete our Phase Three exploration program. We have not undertaken any efforts to locate a joint venture partner for Phase Three. If we enter into a joint venture arrangement, we will assign a percentage of our interest in our mining claims to the joint venture partner.

Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mining claims in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside of our control. These factors include, but are not limited to:

Our ability to raise additional funding;
The market price for gold;
The results of our proposed exploration programs on the mineral property; and
Our ability to find joint venture partners for the development of our property interests

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

Phase One Exploration Cost Review

The costs described which include the proposed budget of our Phase One exploration program as recommended by our consulting geologist. The table below summarizes the cost estimate for the Phase One exploration program.

Phase One Exploration Items	Cost Estimate CDN $
Mobilization/Demobilization	2,000
Grid Establishment	3,000
20 Miles of Magnetometer Survey	7,000
Miscellaneous Expenses	500
Results Interpretation & Summary Report	2,500
Contingency at 10%	1,500
Total	16,500

Accounting and Audit Plan

We intend to continue to have our outside consultant assist in the preparation of our quarterly and annual financial statements and have these financial statements reviewed or audited by our independent auditor. Our outside consultant is expected to charge us approximately $1,000 to prepare our quarterly financial statements and approximately $1,250 to prepare our annual financial statements. Our independent auditor is expected to charge us approximately $1,250 to review our quarterly financial statements and approximately $4,500 to audit our annual financial statements. In the next twelve months, we anticipate spending approximately $12,500 to pay for our accounting and audit requirements.

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Risks and Uncertainties

There are a number of known material risks and uncertainties that are reasonably likely to have a material impact on our revenues, operations, liquidity and income over the short and long term. The primary risk that we face over the long term is that our mining claims may not contain a commercially viable mineral deposit. If our mining claims do not contain a commercially viable deposit this will have a material effect on our ability to earn revenue and income as we will not be able to sell any minerals.

There are a number of industry-wide risk factors that may effect our business. The most significant industry-wide risk factor is that mineral exploration is an inherently risky business. Very few exploration companies go on to discover economically viable mineral deposits or reserves that ultimately result in an operating mine. In order for us to commence mining operations we face a number of challenges which include finding qualified professionals to conduct our exploration program, obtaining adequate financing to continue our exploration program, locating a viable ore body, partnering with a senior mining company, obtaining mining permits, and ultimately selling minerals in order to generate revenue.

Another important industry-wide risk factor is that the price of commodities can fluctuate based on world demand and other factors. For example, if the price of a mineral were to dramatically decline this could make any ore we have on our mining claims be uneconomical to mine. We and other companies in our business are relying on a price of ore that will allow us to develop a mine and ultimately generate revenue by selling minerals.

Finally, we face a risk of not being able to finance our exploration plans. With each unsuccessful attempt at locating a commercially viable mineral deposit we become more and more unattractive in the eyes of investors. For the short term this is less of an issue because we have enough funds to complete the first phase of our exploration program. However, over the long term this can become a serious issue that can be difficult to overcome. Without adequate financing we cannot operate exploration programs. However, this risk is faced by all exploration companies and it is not unique to us.

Functional Currency

Our functional currency is the United States dollar. We have determined that our functional currency is the United States dollar for the following reasons:

Our current and future financings are and will be in United States dollars;
We maintain our cash holdings in United States dollars only;
Any potential sales of gold recovered from our mining claims will be undertaken in United States dollars;
Our administrative expenses are undertaken in United States dollars;
All cash flows are generated in United States dollars; and
Our mining claims are located in Canada, though the exploration expenses are estimated in Canadian Dollars these expenses can usually be requested to be billed in United States dollars.

SEC Filing Plan

We intend to become a reporting company in 2006 after our SB-2 is declared effective. This means that we will file documents with the US Securities and Exchange Commission on a quarterly basis. We expect to incur filing costs of approximately $1,000 per quarter to support our quarterly and annual filings. In the next twelve months, we anticipate spending approximately $6,000 for legal costs to pay for three quarterly filings, one annual filing, a 424B4 final prospectus filing, and a Form 8-A filing in order to complete registration of our common stock.

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Results of Operations

We have had no operating revenues since our inception on January 10, 2005, through to January 31, 2006. Our activities have been financed from the proceeds of share subscriptions. From our inception, on January 10, 2005, to January 31, 2006, we have raised a total of $59,250 from private offerings of our common stock.

For the period from inception on January 10, 2005, to January 31, 2006, we incurred total expenses of $13,188. These expenses included general and administrative costs of $4,188 and $9,000 in mineral property costs which represented our cost to acquire our mining claims from Ridgestake Resources Inc.

Liquidity and Capital resources

At January 31, 2006, we had a cash balance of $49,062.

There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, we will not be able to continue our exploration of our mining claims and our business will fail.

Off-balance sheet arrangements

We have no off-balance sheet arrangements including arrangements that would effect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Forward-looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this Risk Factors section and elsewhere in this prospectus.

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Description of Property

Our executive offices are located at 10168 Lawson Drive, Richmond, British Columbia, Canada, V7E 5M3. Our President, John Di Cicco, currently provides this space to us free of charge. This space may not be available to us free of charge in the future.

We also have three mining claims located in the Red Lake Mining Division, Ontario, Canada as described in the section “Description of Business”.

- 32 -

Certain Relationships and Related Transactions

On November 15, 2005 we acquired three mining claims from Ridgestake Resources Inc. The claims are registered in the name of our President since Nevada corporations are not authorized to hold rights to mining claims in the Province of Ontario. Our President has executed a trust agreement whereby he has agreed to hold the claims in trust for us. Additionally, Mr. Di Cicco donates services and rent to us that are recognized on our financial statements. From inception on January 10, 2005 to January 31, 2006, we recognized a total of $3,000 for donated services for donated rent.

Except as noted above, none of the following parties has, since our inception on January 10, 2005, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

Any of our directors or officers;
Any person proposed as a nominee for election as a director;
Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
Any of our promoters;
Any relative or spouse of any of the foregoing persons who has the same house as such person.

All transactions with our President were on terms at least as favorable to us as would be available from unrelated parties. The promoter of our company is John Di Cicco. Except for the transactions with Mr. Di Cicco noted above, there is nothing of value to be received by the promoter, either directly or indirectly, from us. Additionally, except for the transactions noted above, there have been no assets acquired or are any assets to be acquired from the promoter, either directly or indirectly, from us.

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Market for Common Equity and Related Stockholder Matters

Market Information

There is presently no public market for our common stock. We anticipate that we will contact a market maker to file an application with the NASD on our behalf in order to make a market for our common stock on the OTC Bulletin Board within ninety days of the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize.

We have no common stock that is subject to outstanding warrants to purchase or securities that are convertible to our common stock.

As of May 19, 2006, we had 5,525,000 shares of our common stock outstanding of which 2,525,000 shares are owned by non-affiliate shareholders and 3,000,000 shares that are owned by our sole Director and Officer who is an affiliate.

Subject to the Rule 144 volume limitations described in the paragraph below there are 3,000,000 shares of our common stock owned by Mr. Di Cicco that can begin to be sold pursuant to Rule 144 on October 3, 2006.

Rule 144 Shares

Under Rule 144 a shareholder, including an affiliate of our company, may sell shares of common stock after at least one year has elapsed since such shares were acquired from us or an affiliate of our company. Rule 144 further restricts the number of shares of common stock which may be sold within any three-month period to the greater of one percent of the then outstanding shares of common stock or the average weekly trading volume in the common stock during the four calendar weeks preceding the date on which notice of such sale was filed under Rule 144. Certain other requirements of Rule 144 concerning availability of public information, manner of sale and notice of sale must also be satisfied. In addition, a shareholder who is not an affiliate of our company, and who has not been an affiliate of our company for 90 days prior to the sale, and who has beneficially owned shares acquired from our company or an affiliate of our company for over two years may resell the shares of common stock without compliance with the foregoing requirements under Rule 144.

Holders of Our Common Stock

As of May 19, 2006 we have 35 holders of our common stock.

Equity Compensation Plans

We have no equity compensation program including no stock option plan and none are planned for the foreseeable future.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other person.

Dividends

There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

- 34 -

We would not be able to pay our debts as they become due in the usual course of business; or
Our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends. We do not plan to declare any dividends in the foreseeable future.

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Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our Officer for all services rendered in all capacities to us for the fiscal periods indicated.

Name and Principal Position	Fiscal Year	Annual Compensation			Long Term Compensation				All Other Compensation ($)
		Salary ($)	Bonus ($)	Other Annual Compensation ($)	Awards			Payouts
		Salary ($)	Bonus ($)	Other Annual Compensation ($)	Restricted Stock Awards ($)	Securities Underlying Options/SARS (#)		LTIP Payouts ($)
John Di Cicco, President ^[1]	2006 ^[2]	Nil	Nil	Nil	Nil	Nil	Nil		Nil
John Di Cicco, President	2006 ^[3]	Nil	Nil	Nil	Nil	Nil	Nil		Nil

^[1] Appointed President on January 10, 2005
^[2] For the period from inception on January 10, 2005 to January 31, 2005
^[3] For the period from inception on February 1, 2005 to January 31, 2006

None of our directors have received monetary compensation since our inception to May 19, 2006. We currently do not pay any compensation to our directors serving on our board of directors.

Stock Option Grants

We have not granted any stock options to the executive officers since our inception on January 10, 2005.

Employment Agreements

Currently, we do not have an employment agreement or consulting agreement with Mr. Di Cicco and we do not pay any salary to him. There is an understanding between our company and Mr. Di Cicco that he will work for us at no cost. He will not be compensated for past, current, or future work.

Financial Statements

Red Lake Exploration, Inc.
(An Exploration Stage Company)

January 31, 2006

	Index
Report of Independent Registered Public Accounting Firm	F-39
Balance Sheet	F-40
Statement of Operations	F-41
Statement of Cash Flows	F-42
Statement of Stockholders' Equity	F-43
Notes to the Financial Statements	F-44

F-36

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Red Lake Exploration, Inc.
(An Exploration Stage Company)

We have audited the accompanying balance sheet of Red Lake Exploration, Inc. (An Exploration Stage Company) as of January 31, 2006 and the related statements of operations, cash flows and stockholders’ equity for the year then ended and the period from January 10, 2005 (Date of Inception) to January 31, 2005 and accumulated for the period from January 10, 2005 (Date of Inception) to January 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above, present fairly, in all material respects, the financial position of Red Lake Exploration, Inc. (An Exploration Stage Company), as of January 31, 2006, and the results of its operations and its cash flows for the year then ended and for the period from January 10, 2005 (Date of Inception) to January 31, 2005 and accumulated for the period from January 10, 2005 (Date of Inception) to January 31, 2006 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated any revenue and has accumulated losses since inception and will need additional equity financing to begin realizing its business plan. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

MANNING ELLIOTT LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

March 30, 2006

F-37

Red Lake Exploration, Inc.
(An Exploration Stage Company)
Balance Sheet
(Expressed in US dollars)

			January 31, 2006 $
ASSETS
Current Assets
Cash			49,062
Total Assets			49,062

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities			−
Contingencies and Commitments (Notes 1 and 4)
Stockholders’ Equity
Common Stock, 75,000,000 shares authorized, $0.001 par value 5,525,000 issued and outstanding			5,525
Additional Paid-In Capital			53,725
Donated Capital (Note 3)			3,000
Deficit Accumulated During the Exploration Stage			(13,188)
Total Stockholders’ Equity			49,062
Total Liabilities and Stockholders’ Equity			49,062

(The accompanying notes are an integral part of the financial statements) F-38

Red Lake Exploration, Inc.
(An Exploration Stage Company)
Statement of Operations
(Expressed in US dollars)

	Accumulated from January 10, 2005 (Date of Inception) to January 31, 2006 $	For the Year Ended January 31, 2006 $	From January 10, 2005 (Date of Inception) to January 31, 2005 $
Revenue	−	−	−

Expenses
General and administrative (Note 3)	4,188	3,363	825
Impairment loss on mineral rights	9,000	9,000	−
Total Expenses	13,188	12,363	825
Net Loss	(13,188)	(12,363)	(825)
Net Loss Per Share – Basic and Diluted		(0.01)	−
Weighted Average Shares Outstanding		1,442,000	−

(The accompanying notes are an integral part of the financial statements) F-39

Red Lake Exploration, Inc.
(An Exploration Stage Company)
Statement of Cash Flows
(Expressed in US dollars)

	Accumulated From January 10, 2005 (Date of Inception) to January 31, 2006 $	For the Year Ended January 31, 2006 $	From January 10, 2005 (Date of Inception) to January 31, 2005 $
Operating Activities
Net loss	(13,188)	(12,363)	(825)
Adjustments to reconcile net loss to net cash used in operating activities:
Donated services and rent	3,000	3,000	−
Impairment loss on mineral rights	9,000	9,000	−
Change in operating assets and liabilities:
Due to related parties	−	(825)	825
Net Cash Used In Operating Activities	(1,188)	(1,188)	−
Investing Activities
Acquisition of mineral rights	(9,000)	(9,000)	−
Net Cash Used In Investing Activities	(9,000)	(9,000)	−
Financing Activities
Proceeds from issuance of common stock	59,250	59,250	−
Net Cash Provided By Financing Activities	59,250	59,250	−
Increase in Cash	49,062	49,062	−
Cash - Beginning of Period	−	−	−
Cash - End of Period	49,062	49,062	−
Non-cash Investing and Financing Activities	−	−	−

Supplemental Disclosures
Interest paid	−	−	−
Income taxes paid	−	−	−

(The accompanying notes are an integral part of the financial statements) F-40

Red Lake Exploration, Corp.
(An Exploration Stage Company)
Statement of Stockholders’ Equity
For the Period from January 10, 2005 (Date of Inception) to January 31, 2006
(Expressed in US dollars)

			Additional Paid-In Capital $	Donated Capital $	Deficit Accumulated During the Exploration Stage $	Total $


	Common Stock
	Shares #	Par Value $
	Shares #	Par Value $
Balance – January 10, 2005 (Date of Inception)	−	−	−	−	−	−
Net loss for the period	−	−	−	−	(825)	(825)
Balance – January 31, 2005	−	−	−	−	(825)	(825)
October 3, 2005 – Common stock issued for cash at $0.001 per share	3,000,000	3,000	−	−	−	3,000
October 28, 2005 – Common stock issued for cash at $0.01 per share	1,750,000	1,750	15,750	−	−	17,500
January 31, 2006 – Common stock issued for cash at $0.05 per share	775,000	775	37,975	−	−	38,750
Donated services and rent	−	−	−	3,000	−	3,000
Net loss for the year	−	−	−	−	(12,363)	(12,363)
Balance – January 31, 2006	5,525,000	5,525	53,725	3,000	(13,188)	49,062

(The accompanying notes are an integral part of the financial statements) F-41

Red Lake Exploration, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
January 31, 2006

Exploration Stage Company

The Company was incorporated in the State of Nevada on January 10, 2005 and commenced operations during October, 2005. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 “ Accounting and Reporting by Development Stage Enterprises ”. The Company’s principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at January 31, 2006, the Company has working capital of $49,062 and accumulated losses of $13,188 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounting Policies

Basis of Presentation

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

Use of Estimates

The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basic and Diluted Net Income (Loss) Per Share

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

Comprehensive Loss

SFAS No. 130, “ Reporting Comprehensive Income ,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at January 31, 2006 and 2005, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Cash and Cash Equivalents

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

F-42

Red Lake Exploration, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
January 31, 2006

Summary of Significant Accounting Policies (continued)

Mineral Property Costs

The Company has been in the exploration stage since its inception on January 10, 2005 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, “ Whether Mineral Rights Are Tangible or Intangible Assets ”. The Company assesses the carrying costs for impairment under SFAS 144, “ Accounting for Impairment or Disposal of Long Lived Assets ” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Long-Lived Assets

In accordance with SFAS No. 144, “ Accounting for the Impairment or Disposal of Long-Lived Assets ”, the carrying value of long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. 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.

Financial Instruments

The fair value of financial instruments, which includes cash was estimated to approximate its carrying value due to the immediate or short-term maturity of this financial instrument. The Company’s operations are in Canada which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

Income Taxes

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

Foreign Currency Translation

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

Recent Accounting Pronouncements

In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, “ Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and SFAS No. 3 ”. SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

F-43

Red Lake Exploration, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
January 31, 2006

Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements (continued)

In December 2004, the FASB issued SFAS No. 153, “ Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29 ”. The guidance in APB Opinion No. 29, “ Accounting for Nonmonetary Transactions ”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In December 2004, the FASB issued Statement of Financial Accounting Standard (SFAS) No. 123R, “ Share Based Payment ”. SFAS 123R is a revision of SFAS No. 123 “ Accounting for Stock-Based Compensation ”, and supersedes APB Opinion No. 25, “ Accounting for Stock Issued to Employees ” and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In March 2005, the SEC staff issued Staff Accounting Bulletin No. 107 (“SAB 107”) to give guidance on the implementation of SFAS 123R. The Company will consider SAB 107 during implementation of SFAS 123R.

Related Party Balances/Transactions

The Company recognizes donated rent at $250 per month and donated services provided by the President of the Company at $500 per month. From October 2005, when the Company commenced operations, to January 31, 2006, the Company recognized $1,000 in donated rent and $2,000 in donated services.
On October 3, 2005, the Company issued 3,000,000 shares of common stock to the President of the Company at a price of $0.001 per share for cash proceeds of $3,000.
On November 15, 2005, the Company entered into a trust agreement with the President of the Company for the mineral claims described in Note 4.
The President of the Company incurred organizational costs on behalf of the Company of $825 during the period ended January 31, 2005.

F-44

Red Lake Exploration, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
January 31, 2006

Mineral Properties

The Company entered into an Agreement dated November 15, 2005 to acquire a 100% interest in three mineral claims located in the Red Lake Mining District, Ontario, Canada, in consideration for a cash payment of $9,000 (paid). The claims are registered in the name of the President of the Company, who has executed a trust agreement whereby the President agreed to hold the claims in trust on behalf of the Company. The Company must incur exploration expenditures of $11,200 prior to the expiry date of August 27, 2006 to retain title to the claims. The cost of mineral properties of $9,000 was initially capitalized. At January 31, 2006, the Company recognized an impairment loss of $9,000, as it has not yet been determined whether there are proven or probable reserves on the property.

Common Stock

On January 31, 2006, the Company issued 775,000 shares of common stock at a price of $0.05 per share for cash proceeds of $38,750.
On October 28, 2005, the Company issued 1,750,000 shares of common stock at a price of $0.01 per share for cash proceeds of $17,500.
On October 3, 2005, the Company issued 3,000,000 shares of common stock to the President of the Company at a price of $0.001 per share for cash proceeds of $3,000.

Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has net operating loss carryforwards of $10,200, which commence expiring in 2025. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. As at January 31, 2006, the valuation allowance established against the deferred tax asset increased by $3,281.

The components of the net deferred tax asset at January 31, 2006 and the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are scheduled below:

		January 31, 2006 $
Net Operating Losses Carried Forward		10,200
Statutory Tax Rate		35%
Effective Tax Rate		–
Deferred Tax Asset		3,570
Valuation Allowance		(3,570)
Net Deferred Tax Asset		–

F-45

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Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

Since inception on January 10, 2005, there were no disagreements with our accountants on any matter of accounting principle or practices, financial statement disclosure or auditing scope or procedure. In addition, there were no reportable events as described in Item 304(a)(1)(iv)(B)1 through 3 of Regulation S-B that occurred within our two most recent fiscal years and the subsequent interim periods.

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Dealer Prospectus Delivery Obligation

Until [180 days + effective date], all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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Part II - Information Not Required In Prospectus

Indemnification of Directors and Officers

As permitted by Nevada law, our Articles of Incorporation provide that we will indemnify our directors and officers against expenses and liabilities they incur to defend, settle or satisfy any civil or criminal action brought against them on account of their being or having been directors or officers of us, unless, in any such action, they are adjudged to have acted with gross negligence or willful misconduct.

Exclusion of Liabilities

Pursuant to the laws of the State of Nevada, our Articles of Incorporation exclude personal liability for its directors for monetary damages based upon any violation of their fiduciary duties as directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, acts in violation of Section 7-106-401 of the Nevada Business Corporation Act, or any transaction from which a director receives an improper personal benefit. This exclusion of liability does not limit any right, which a director may have to be indemnified, and does not affect any director's liability under federal or applicable state securities laws.

Disclosure of Commission position on Indemnification for Securities Act Liabilities

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Other Expenses of Issuance and Distribution

The estimated costs of this offering are as follows:

SEC Registration Fee	15
Legal Fees and Expenses	6,000
Accounting Fees and Expenses	1,250
Auditor Fees and Expenses	4,500
Electronic Filing Fees	2,000
Printing Costs	500
Courier Costs	500
Transfer Agent Fees	1,000
Total	15,765

All amounts are estimates. We are paying all expenses listed above. None of the above expenses of issuance and distribution will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

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Recent Sales of Unregistered Securities

As of May 19, 2006, we have sold 5,525,000 shares of unregistered securities. All of these 5,525,000 shares were acquired from us in private placements that were exempt from registration under Regulation S of the Securities Act of 1933 and were sold to Canadian residents.

The shares include the following:

On October 3, 2005, we issued 3,000,000 shares of common stock at a price of $0.001 per share for cash proceeds of $3,000 received from our President;
On October 28, 2005, we issued 1,750,000 shares of common stock to fourteen non-affiliate Canadian residents at a price of $0.01 per share for cash proceeds of $17,750; and
On January 31, 2006, we issued 775,000 shares of common stock to nineteen non-affiliate Canadian residents at a price of $0.05 per share for cash proceeds of $38,750.

With respect to all of the above offerings, we completed the offerings of the common stock pursuant to Rule 903 of Regulation S of the Act on the basis that the sale of the common stock was completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the units. Each investor represented to us that the investor was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. person. The subscription agreement executed between us and the investor included statements that the securities had not been registered pursuant to the Act and that the securities may not be offered or sold in the United States unless the securities are registered under the Act or pursuant to an exemption from the Act. The investor agreed by execution of the subscription agreement for the common stock: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; (ii) that we are required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Act. All securities issued were endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the Act and could not be resold without registration under the Act or an applicable exemption from the registration requirements of the Act.

Each investor was given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the purchasers.

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Exhibits

Exhibit Number	Description
3.1	Articles of Incorporation
3.2	By-Laws
5.1	Opinion and Consent of Lawyer Joseph I. Emas
10.1	Property Agreement
10.2	Declaration of Trust
14.1	Financial Code of Ethics
23.1	Consent of Independent Auditor
23.2	Consent of Geologist

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Undertakings

The undersigned small business issuer hereby undertakes that it will:

File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

Include any prospectus required by Section 10(a)(3) of the Securities Act;
Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
Include any additional or changed material information on the plan of distribution.

For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.
File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and
Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

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That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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Signatures

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Richmond, Province of British Columbia on May 19, 2006.

Red Lake Exploration, Inc.

By:

/s/ John Di Cicco

John Di Cicco
Director, President, Principal Financial Officer and Principal Accounting Officer.

In accordance with the requirements of Securities Act of 1933, this registration statement was signed by the following persons in the capacities and the dates stated:

/s/ John Di Cicco

John Di Cicco
Director, President, Principal Financial Officer and Principal Accounting Officer
May 19, 2006

ARTICLES OF INCORPORATION
of
Red Lake Exploration, Inc.
A Nevada Corporation

I, the undersigned, being the original incorporator herein named, for the purpose of forming a corporation under and pursuant to Chapter 78 of the Nevada Revised Statutes the general corporation laws of the State of Nevada, to do business both within and without the State of Nevada, do make and file these Articles of Incorporation hereby declaring and certifying that the facts herein stated are true:

ARTICLE I
NAME

The name of the corporation is Red Lake Exploration, Inc.

ARTICLE II
PRINCIPAL OFFICE

Section 2.01 Resident Agent . The name and address of its resident agent for service process is Resident Agents of Nevada, lnc. 711 S. Carson Suite 4 Carson City, Nevada 89701.

Section 2.02 Other Offices . The corporation may also maintain offices for the transaction of any business at such other places within or without the State of Nevada as it may from time to time determine. Corporate business of every kind and nature may be conducted, and meetings of directors and shareholders held outside the State of Nevada with the same effect as if in the State of Nevada.

ARTICLE III
PURPOSE

The corporation is organized for the purpose of engaging in any lawful activity, within or without the State of Nevada.

ARTICLE IV
SHARES OF STOCK

Section 4.01 Number and Class . The amount of the total authorized capital stock of this corporation is Seventy-Five Million (75,000,00) shares with a par value of $0.001 designated as Common Stock. The Common Stock may be issued from time to time without action by the stockholders. The Common Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors.

The Board of Directors may issue such shares of common stock in one of more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions adopted by them.

Section 4.02 No Preemptive Rights . Holders of the Common Stock of the corporation shall not have any preference, preemptive right, or right of subscription to acquire any shares of the corporation authorized, issued or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into shares of the corporation, nor to any right of subscription thereto, other than the extent if any, the Board of Directors in its discretion, may determine from time to time.

Section 4.03 Assessment of Shares . The Common Stock of the corporation, after the amount of the subscription price has been paid, in money, property or services, as the directors shall determine, shall not be subject to assessment to pay the debts of the corporation, nor for any other purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended in this particular.

Page 2 of 8

ARTICLE V
DIRECTORS

Section 5.01 Governing Board . The members of the board of the corporation shall be styled directors.

Section 5.02 Initial Board of Directors . The Board of Directors shall consist of at least one (1) but no more than five (5) members. The name(s) and address(s) of the initial members of the Board of Directors are as follows:

NAME	ADDRESS
Dwight Alan Teegardin	of 711 S. Carson Suite 4 Carson City, Nevada 89701

These individuals shall serve as Directors until the first annual meeting of the shareholders or until the successors shall have been elected and qualified.

Section 5.03 Change in the Number of Directors . The number of directors may be increased or decreased by duly adopted amendment to the Bylaws of the corporation.

ARTICLE VI
INCORPORATORS

The name and address of the sole incorporator is Sandra L. Miller 711 S. Carson, Carson City, Nevada 89701

ARTICLE VII
PERIOD OF DURATION

This corporation is to have A PERPETUAL existence.

Page 3 of 8

ARTICLE VIII
DIRECTORS, AND OFFICERS' LIABILITY

A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but the article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct,fraud or a knowing violation of law or (ii) the unlawful payment of dividends. Any repeal or modification of this Article by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts and omissions prior to such repeal or modification.

ARTICLE IX
INDEMNITY

Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person of whom he is the legal representative is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connections therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of

Page 4 of 8

competent jurisdiction that he is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this Article.

Without limiting the application of the foregoing, the Board of Directors may adopt Bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as director or officer of another corporation, or as is representative in a partnership, joint venture, trust or other enterprises against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.

The indemnification provided in this Article shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

ARTICLE X
AMENDMENTS

Subject at all times to the express provisions of Section 4.03 which cannot be amended, this corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or its Bylaws, in the manner now or hereafter prescribed by statute of by these Articles of Incorporation or said Bylaws, and all rights conferred upon the shareholders are granted subject to this reservation.

Page 5 of 8

ARTICLE XI
POWERS OF DIRECTORS

In furtherance, and not in limitation of the powers conferred by statue, the Board of Directors is expressly authorized:

(1) Subject to the Bylaws, if any, adopted by the shareholders, to make, alter or repeal the Bylaws of the corporation;

(2) To authorize and cause to be executed mortgages and liens, with or without limit as to amount, upon the real and personal property of the corporation;

(3) To authorize the guaranty by the corporation of securities, evidences of indebtedness and obligations of other persons, corporation and business entities;

(4) To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve; and

(5) By resolution adopted by a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution or in the By-laws of the Directors in the management of the business and affairs of the corporation, any may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the Bylaws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors.

All corporate powers of the corporation shall be exercised by the Board of Directors except as otherwise provided herein or by law.

Page 6 of 8

IN WITNESS WHEREOF , I have hereunto set my hand this 26th day of April, 2004 hereby declaring and certifying that the facts stated herein above are true.

/s/ Sandra L. Miller
Sandra L. Miller
Sole Incorporator

ACKNOWLEDGEMENT

STATE OF NEVADA	)
	:	ss
CITY OF CARSON	)

On this 7th day of January, 2005 Sandra L. Miller personally appeared be for me, a Notary Public, and acknowledged to me that she executed the foregoing instrument for the purposes therein set forth.

/s/ Diane Kalinow
NOTARY PUBLIC

Page 7 of 8

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT

IN THE MATTER OF: Red Lake Exploration, Inc.

Resident Agents of Nevada, Inc., Resident Agent# 83364, with address at 711 S. Carson, Carson City, Nevada 89701, hereby accepts the appointment as Resident Agent of the above-entitled corporation in accordance with NRS 78.090.

Furthermore, that the mailing address for the above registered office is as set forth above

IN WITNESS WHEREOF, I hereunto set my hand this 7th day of January 2005.

/s/ Sandra L. Miller
Sandra L. Miller
Resident Agents of Nevada, Inc.
Resident Agent# 83364
Resident Agents

Page 8 of 8

TABLE OF CONTENTS
BY-LAWS

ARTICLE ONE - OFFICES

1.1 Registered Office.
1.2 Other Offices.

ARTICLE TWO - MEETINGS OF STOCKHOLDERS

2.l Place.
2.2 Annual Meetings.
2.3 Special Meetings.
2.4 Notices of Meetings.
2.5 Purpose of Meetings.
2.6 Quorum.
2.7 Voting.
2.8 Share Voting.
2.9 Proxy.
2.10 Written Consent in Lieu of Meeting.

ARTICLE THREE - DIRECTORS

3.1 Powers.
3.2 Number of Directors.
3.3 Vacancies.

ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS

4.1 Place.
4.2 First Meeting.
4.3 Regular Meetings.
4.4 Special Meetings.
4.5 Notice.
4.6 Waiver.
4.7 Quorum.
4.8 Adjournment.

ARTICLE FIVE - COMMITTEES OF DIRECTORS

5.1 Power to Designate.
5.2 Regular Minutes.
5.3 Written Consent.

ARTICLE SIX - COMPENSATION OF DIRECTORS

6.1 Compensation.

ARTICLE SEVEN - NOTICES

7.1 Notice.
7.2 Consent.
7.3 Waiver of Notice.

ARTICLE EIGHT - OFFICERS

8.1 Appointment of Officers.
8.2 Time of Appointment.
8.3 Additional Officers.
8.4 Salaries.
8.5 Vacancies.
8.6 Chairman of the Board.
8.7 Vice-Chairman.
8.8 President.
8.9 Vice-President.
8.10 Secretary.
8.11 Assistant Secretaries.
8.12 Treasurer.
8.13 Surety.
8.14 Assistant Treasurer.

ARTICLE NINE - CERTIFICATES OF STOCK

9.l Share Certificates.
9.2 Transfer Agents.
9.3 Lost or Stolen Certificates.
9.4 Share Transfers.
9.5 Voting Shareholder.
9.6 Shareholders Record.

ARTICLE TEN - GENERAL PROVISIONS

10.1 Dividends
10.2 Reserves.
10.3 Checks.
10.4 Fiscal Year.
10.5 Corporate Seal.

ARTICLE ELEVEN - INDEMNFICATION

ARTICLE TWELVE - AMENDMENTS

12.l By Shareholder.
12.2 By Board of Directors.

CERTIFICATE OF SECRETARY

I hereby certify that I am the Secretary of Red Lake Exploration, Inc., and that the foregoing Bylaws, consisting of 16 pages, constitute the code of Bylaws of Red Lake Exploration, Inc., as duly adopted at a regular meeting of the Board of Directors of the corporation held January 10 ^th , 2005.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 10 ^th day of January, 2005.

/s/ John Di Cicco
Secretary

BY-LAWS
OF

RED LAKE EXPLORATION, INC.
A NEVADA CORPORATION

ARTICLE ONE
OFFICES

Section 1.1. - Registered Office - The registered office of this corporation shall be in the State of Nevada.

Section l.2. - Other Offices - The corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the corporation may require.

Page 1 of 16

ARTICLE TWO
MEETINGS OF STOCKHOLDERS

Section 2.1. - Place - All annual meetings of the stockholders shall be held at the registered office of the corporation or at such other place within or without the State of Nevada as the directors shall determine. Special meetings of the stockholders may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.

Section 2.2. - Annual Meetings - Annual meetings of the stockholders, commencing with the year 2005, shall be held on the 10 ^th day of January, each year if not a legal holiday and, if a legal holiday, then on the next secular day following, or at such other time as may be set by the Board of Directors from time to time, at which the stockholders shall elect by vote a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 2.3. - Special Meetings - Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President or the Secretary by resolution of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose of the proposed meeting.

Section 2.4. - Notices of Meetings - Notices of meetings shall be in writing and signed by the President or a Vice-President or the Secretary or an Assistant Secretary or by such other person or persons as the directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time and the place, which may be within or without this State, where it is to be held. A copy of such notice shall be either delivered personally to or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten nor more than sixty days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears upon the records of the corporation and upon such mailing of any such notice, the service thereof shall be complete and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to any officer of a corporation or association or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership. In the event of the transfer of stock after delivery of such notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.

Section 2.5. - Purpose of Meetings - Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.6. - Quorum - The holders of three percent of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Page 2 of 16

Section 2.7. - Voting - When a quorum is present or represented at any meeting, the vote of the holders of a three percent of the stock having voting power present in person or represented by proxy shall be sufficient to elect directors or to decide any questions brought before such meeting, unless the question is one upon which by express provision of the statues or of the Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 2.8. - Share Voting - Each stockholder of record of the corporation shall be entitled at each meeting of stockholders to one vote for each share of stock standing in his name on the books of the corporation. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting shall be by ballot.

Section 2.9. - Proxy - At any meeting of the stockholders any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or power of attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the secretary of the meeting when required by the inspectors of election. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding officer of the meeting.

Section 2.10. - Written Consent in Lieu of Meeting - Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.

Page 3 of 16

ARTICLE THREE
DIRECTORS

Section 3.1. - Powers - The business of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.2. - Number of Directors - The number of directors which shall constitute the initial board shall be ONE (1). The number of directors may from time to time be increased or decreased to not less than one nor more than fifteen by action of the Board of Directors. The directors shall be elected at the annual meeting of the stockholders and except as provided in Section 2 of this Article, each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 3.3. - Vacancies - Vacancies in the Board of Directors including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the stockholders. The holders of a two-thirds of the outstanding shares of stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the directors by vote at a meeting called for such purpose or by a written statement filed with the secretary or, in his absence, with any other officer. Such removal shall be effective immediately, even if successors are not elected simultaneously and the vacancies on the Board of Directors resulting therefrom shall be filled only by the stockholders.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any directors, or if the authorized number of directors be increased, or if the stockholders fail at any annual or special meeting of stockholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.

The stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If the Board of Directors accepts the resignation of a director tendered to take effect at a future time, the Board or the stockholders shall have power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

Page 4 of 16

ARTICLE FOUR
MEETINGS OF THE BOARD OF DIRECTORS

Section 4.1. - Place - Regular meetings of the Board of Directors shall be held at any place within or without the State which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation regular meetings shall be held at the registered office of the corporation. Special meetings of the Board may be held either at a place so designated or at the registered office.

Section 4.2. - First Meeting - The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment of the meeting of stockholders and at the place thereof. No notice of such meeting shall be necessary to the directors in order legally to constitute the meeting, provided a quorum be present. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

Section 4.3. - Regular Meetings - Regular meetings of the Board of Directors may be he1d without call or notice at such time and at such place as shall from time to time be fixed and determined by the Board of Directors.

Section 4.4. - Special Meetings - Special Meetings of the Board of Directors may be called by the Chairman or the President or by any Vice-President or by any two directors.

Written notice of the time and place of special meetings shall be delivered personally to each director, or sent to each director by mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records or if not readily ascertainable, at the place in which the meetings of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company at least forty-eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered as above provided, it shall be so delivered at lease twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such director.

Section 4.5. - Notice - Notice of the time and place of holding an adjourned meeting need not be given to the absent directors if the time and place be fixed at the meeting adjourned.

Section 4.6. - Waiver - The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with thee corporate records or made a part of the minutes of the meeting.

Section 4.7.- Quorum - A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. Any action of a majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board shall be as valid and effective in all respects as if passed by the Board in regular meeting.

Page 5 of 16

Section 4.8. - Adjournment - A quorum of the directors may adjourn any directors meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at any directors meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Page 6 of 16

ARTICLE FIVE
COMMITTEES OF DIRECTORS

Section 5.l. - Power to Designate - The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees of the Board of Directors, each committee to consist of one or more of the directors of the corporation which, to the extent provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the corporation and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqua1ified member. At meetings of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.

Section 5.2. - Regular Minutes - The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.

Section 5.3. - Written Consent - Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

Page 7 of 16

ARTICLE SIX
COMPENSATION OF DIRECTORS

Section 6.1. - Compensation - The directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

Page 8 of 16

ARTICLE SEVEN
NOTICES

Section 7.1 - Notice - Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by facsimile or electronic mail.

Section 7.2. - Consent - Whenever all parties entitled to vote at any meeting whether of directors or stockholders, consent, either by a writing on the records of the meeting or filed with the secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meetings shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be regular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting; and such consent or approval of stockholders may be by proxies or attorney, but all such proxies and powers of attorney must be in writing.

Section 7.3. - Waiver of Notice - Whenever any notice whatever is required to be given under the provisions of the statutes, of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Page 9 of 16

ARTICLE EIGHT
OFFICERS

Section 8.l. - Appointment of Officers - The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. Any person may hold two or more offices.

Section 8.2. - Time of Appointment - The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a Chairman of the Board who shall be a director, and shall choose a President, a Secretary and a Treasurer, none of whom need be directors.

Section 8.3. - Additional Officers - The Board of Directors may appoint a Vice- Chairman of the Board, Vice-Presidents and one or more Assistant Secretaries and Assistant Treasurers and such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 8.4. - Salaries - The salaries and compensation of all officers of the corporation shall be fixed by the Board of Directors.

Section 8.5. - Vacancies - The officers of the corporation shall hold office at the pleasure of the Board of Directors. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.

Section 8.6. - Chairman of the Board - The Chairman of the Board shall preside at meetings of the stockholders and the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

Section 8.7. - Vice-Chairman - The Vice-Chairman shall, in the absence or disability of the Chairman off the board, perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties as the Board of Directors may from time to time prescribe.

Section 8.8. - President - The President shall be the chief executive officer of the corporation and shall have active management of the business of the corporation. He shall execute on behalf of the corporation all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly designated by the Board of Directors to some other officer or agent of the corporation.

Section 8.9. - Vice-President - The Vice President shall act under the direction of the President and in the absence or disability of the President shall perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Executive Vice-Presidents or may otherwise specify the order of seniority of the Vice-Presidents. The duties and powers of the President shall descend to the Vice-Presidents in such specified order of seniority.

Section 8.10. - Secretary - The Secretary shall act under the direction of the President. Subject to the direction of the President he shall attend all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings. He shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the President or the Board of Directors.

Page 10 of 16

Section 8.11. - Assistant Secretaries - The Assistant Secretaries shall act under the direction of the President. In order of the seniority, unless otherwise determined by the President or the Board of Directors, they shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 8.12.- Treasurer - The Treasurer shall act under the direction of the President. Subject to the direction of the President he shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation.

Section 8.13. - Surety - If requested by the Board of Directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of this office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 8.14. - Assistant Treasurer - The Assistant Treasurer in the order of their seniority, un1ess otherwise determined by the President or the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Page 11 of 16

ARTICLE NINE
CERTIFICATES OF STOCK

Section 9.l. - Share Certificates - Every stockholder shall be entitled to have a certificate signed by the President or a Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than once class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such stock.

Section 9.2. - Transfer Agents - If a certificate is signed (a) by a transfer agent other than the corporation or its employees or (b) by a registrar other than the corporation or its employees, the signatures of the officers of the corporation may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such officer. The seal of the corporation, or a facsimile thereof, may, but need not be, affixed to certificates of stock.

Section 9.3. - Lost or Stolen Certificates - The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 9.4.- Share Transfers - Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation, if it is satisfied that all provisions of the laws and regulations applicable to the corporation regarding transfer and ownership of shares have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 9.5. - Voting Shareholder - The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend. or to give such consent, and in such case, such stockholders, and only such stockholders as shall be stockholder of record on the date so fixed, shall be entitled to notice of and to vote at such meeting, or any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such right, or to give such consent, as the case may be, not withstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

Page 12 of 16

Section 9.6. - Shareholders Record - The corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for all purposes including voting and dividends, and the corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as other wise provided by the laws of Nevada.

Page 13 of 16

ARTICLE TEN
GENERAL PROVISIONS

Section 10.1. - Dividends - Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 10.2.- Reserves - Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends or for repairing or maintaining any property of the corporation or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 10.3. - Checks - All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 10.4. - Fiscal Year - The fiscal year of the corporation sha11 be fixed by resolution of the Board of Directors.

Section 10.5. - Corporate Seal - The corporation may or may not have a corporate seal, as may from time to time be determined by resolution of the Board of Directors. If a corporate seal is adopted, it shall have inscribed thereon the name of the Corporation of the words ''Corporate Seal'' and ''Nevada''. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

Page 14 of 16

ARTICLE ELEVEN
INDEMNIFICATION

Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a director or officer of the corporation or is or was serving at the request of the corporation or for its benefit as a director or officer of another corporation, or as its representative in partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the General Corporation Law of the State of Nevada from time to time e against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably included or suffered by him in connection therewith. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such succors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement. they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article.

The Board of Directors may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.

The Board of Directors may from time to time adopt further Bylaws with respect to indemnification and may amend these and such Bylaws to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Nevada.

Page 15 of 16

ARTICLE TWELVE
AMENDMENTS

Section 12.1. - By Shareholder - The Bylaws may be amended by a majority vote of all the stock issued and outstanding and entitled to vote at any annual or special meeting of the stockholders, provided notice of intention to amend shall have been contained in the notice of the meeting.

Section 12.2.- By Board of Directors - The Board of Directors by a majority vote of the whole Board at any meeting may amend these Bylaws, including Bylaws adopted by the stockholders, but the stockholders may from time to time specify particular provisions of the Bylaws which shall not be amended by the Board of Directors.

APPROVED AND ADOPTED this 10 ^th day of January, 2005.

/s/ John Di Cicco
Secretary

Page 16 of 16

Exhibit 5.1

OPINION AS TO LEGALITY

JOSEPH I. EMAS
ATTORNEY AT LAW
1224 Washington Avenue
Miami Beach, Florida 33139
(305) 531-1174
Facsimile: (305) 531-1274
Email: jiemas@bellsouth.net

May 19, 2006

United States Securities and Exchange Commission
100 F. Street N.E.
Washington D.C. 20549

Re: Red Lake Exploration, Inc.

Ladies and Gentlemen:

As counsel for Red Lake Exploration, Inc. (the “Company”), I have examined the Company’s certificate of incorporation, by-laws, and such other corporate records, documents and proceedings and such questions of laws I have deemed relevant for the purpose of this opinion, including but not limited to, Nevada law including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and conformity with the originals of all documents submitted to me as copies thereof. In addition, I have made such other examinations of law and fact, as I have deemed relevant in order to form a basis for the opinion hereinafter expressed.

I have also, as counsel for the Company, examined the registration statement (the “Registration Statement") of the Company on Form SB-2, covering the registration under the Securities Act of 1933, as amended, of up to 2,525,000 shares (the “Registered Shares”) by existing shareholders of the Company of the Company’s common stock (the “Common Stock”).

My review has also included the form of prospectus for the issuance of such securities (the "Prospectus") filed with the Registration Statement.

On the basis of such examination, I am of the opinion that:

The Company is a corporation duly authorized and validly existing and in good standing under the laws of the State of Nevada, with corporate power to conduct its business as described in the Registration Statement.
The Company has an authorized capitalization of 75,000,000 shares of Common Stock, $0.001 par value and no shares of Preferred Stock.
All of the Registered Shares are validly issued, fully paid and non-assessable pursuant to the corporate law of the State of Nevada (Chapter 78A of the Nevada Revised Statutes).
The Registered Shares will, when sold, be legally issued, fully paid and non-assessable.

This opinion includes my opinion on Nevada law including the Nevada Constitution, all applicable provisions of Nevada statutes, and reported judicial decisions interpreting those laws.

I hereby consent to the use of my name in the Registration Statement and Prospectus and I also consent to the filing of this opinion as an exhibit thereto.

Very truly yours,

_____ /s/ Joseph I. Emas
JOSEPH I. EMAS, ESQUIRE

Page 1 of 5

PROPERTY AGREEMENT

THIS AGREEMENT is made effective the 15th day of November, 2005.

BETWEEN:

Ridgestake Resources Inc. , a company duly incorporated under the laws of the Province of British Columbia, and having an office at 1002-1415 St. Georges Ave., British Columbia, Canada, V7L 4R9

(hereinafter called “Ridgestake”)

OF THE FIRST PART

AND:

Red Lake Exploration, Inc. a company duly incorporated under the laws of the State of Nevada, having an office at 10168 Dawson Drive, Richmond, British Columbia, Canada, V7E 5M3.

(hereinafter called “Red Lake”)

OF THE SECOND PART

WHEREAS:

Ridgestake is the sole beneficial owner of 100% of the right, title and interest in and to three Red Lake Mining Division Mining Claims, which are situated in northwestern Ontario and are more particularly described in Schedule “A” attached hereto and forming part of hereof (hereinafter called the “Claim”); and
The parties now wish to enter into an agreement granting to Red Lake an undivided 100% of the right, title and interest in and to the Claim on the terms and conditions are hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual promises, covenants and agreements herein contained, the parties hereto agree as follows:

Page 2 of 5

Representation and Warranties
1. Red Lake represents and warrants to Ridgestake that:
  1. Red Lake is a body corporate duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction;
  2. Red Lake has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated herein;
  3. neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated will conflict with, result in the breach of or accelerate the performance required by any agreement to which Red Lake is a party; and
  4. the execution and delivery of this Agreement and the agreements contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of Red Lake constating documents.
2. Ridgestake represents and warrants to Red Lake:
  1. Ridgestake is a body corporate duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction;
  2. Ridgestake has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated herein;
  3. the Claim consists of the three mining claims in the Red Lake Mining District which has been duly and validly staked and recorded, as accurately described in Schedule “A”, is presently in good standing under the laws of the jurisdiction in which they are located and, except as set forth herein, is free and clear of all liens, charges and encumbrances;
  4. Ridgestake is the owner of a 100% interest in and to the Claim and has the exclusive right to enter into this Agreement and all necessary authority to dispose of an undivided 100% interest in and to the Claim in accordance with the terms of this Agreement;
  5. no person, firm or corporation has any proprietary or possessory interest in the Claim other than Ridgestake and no person is entitled to any royalty or other payment in the nature of rent or royalty on any minerals, ores, metals or concentrates or any such products removed from the Claim;
  6. neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated will conflict with, result in the breach of or accelerate the performance required by any agreement to which Ridgestake is a party or by which Ridgestake is bound; and
  7. the execution and delivery of this Agreement and the agreements contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto.
3. The representation and warranties hereinbefore set out are conditions on which the parties have relied in entering into this Agreement and will survive the acquisition of any interest in the Claim by Red Lake and each party will indemnify and save the other party harmless from all loss, damage, costs, actions and suits arising our of or in connection with any breach or any representation, warranty, covenant, agreement or condition made by the other party and contained herein.
Purchase Price
1. Ridgestake hereby gives and grants to Red Lake an undivided 100% of the right, title and interest of Ridgestake in and to the Claim, in accordance with the terms of this Agreement for and in consideration of $9,000 United States dollars on the Effective Date.
Page 3 of 5
Transfer of Title
1. Ridgestake hereby transfers and assigns to Red Lake an undivided 100% of the right, title and interest in and to the Claim. Upon execution of this Agreement, Ridgestake shall execute and deliver any and all documents required of it to deliver registered title of the Claim to Red Lake.
Covenants of Ridgestake
1. Ridgestake will:
  1. not do any act or thing which would or might in any way adversely affect the rights of Red Lake hereunder;
  2. make available to Red Lake and its representatives all records and files in the possession of Ridgestake relating to the Claim and permit Red Lake and its representatives at its own expense to take abstracts therefrom and make copies thereof; and
  3. promptly provide Red Lake with any and all notices and correspondence from government agencies in respect of the Claim.
Covenants of Red Lake
1. Red Lake will not do any act or thing which would or might any way adversely affect the rights of Ridgestake hereunder.
Further Assurances
1. The parties hereto agree that they and each of them will execute all documents and do all acts and things within their respective powers to carry out and implement the provisions or intent of this Agreement.
Notice
1. Any notice, direction or other instrument required or permitted to be given under this Agreement will be in writing and will be given by the delivery or facsimile transmission or the same or by mailing the same by prepaid registered or certified mail in each case addressed as follows:
  1. if to Red Lake
    10168 Dawson Drive,
    Richmond, British Columbia
    Canada V7E 5M3
  2. if to Ridgestake
    1002-1415 St. Georges Ave.
    North Vancouver, British Columbia
    Canada V7L 4R9
2. Any notice, direction or other instrument aforesaid will, if delivered by courier or facsimile transmission, be deemed to have been given and received on the next business day following the day on which it was delivered or sent by facsimile, and if mailed, be deemed to have been given and received on the fifth business day following the day of mailing, except in the event of disruption of the postal services in which event notice will be deemed to be received only when actually received.
3. Any party at any time give to the other notice in writing of any change of address of the party giving such notice and from and after the giving of such notice, the address or addresses of such party for the purpose of giving notice hereunder.
Page 4 of 5
Headings
1. The headings to the respective sections herein will not be deemed part of this Agreement but will be regarded as having been used for convenience only.
Payment
1. All references to monies hereunder will be in United States funds except where otherwise designated. All payments to be made to any party hereunder will be mailed or delivered to such party at its address for notice purposes as provided herein, or for the account of such party at such bank or banks in the United States or Canada as such party may designate from time to time by written notice. Said banks or banks will be deemed the agent of the designating party for the purpose of receiving and collecting such payment.
Enurement
1. This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
Terms
1. The terms and provisions of this Agreement shall be interpreted in accordance with the laws of Nevada.
Entire Agreement
1. This agreement constitutes the entire agreement between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether verbal or written, express or implied, statutory or otherwise between the parties with respect to the subject matter herein.
Time of Essence
1. Time will be of the essence in this Agreement.
Enforcement of Agreement
1. The covenants, promises, terms and conditions contained herein will be binding upon the parties jointly and severally any may be enforced by each as against each other interests.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

Red Lake Exploration, Inc.

Per:

/s/ John Di Cicco

President,
John Dicicco

Ridgestake Resources Inc.

Per:

/s/ Jaroslav Ruza

President,
Jaroslav Ruza

Page 5 of 5

This is Schedule “A” to a Property Agreement made as of the 15th day of November, 2005 between Ridgestake Resources Inc. and Red Lake Exploration, Inc.

Mining Division	Claim Number	Expiry Date
KRL (Red Lake)	3016881	2006.08.27
KRL (Red Lake)	3016882	2006.08.27
KRL (Red Lake)	3016883	2006.08.27

DECLARATION OF TRUST

I, John Giovanni Di Cicco , hereby declare that the mineral claims described below and are registered in my name with the Ministry of Northern Development and Mines for the Province of Ontario are held by me in trust and for the benefit of Red Lake Exploration, Inc.

Mineral Claims:

Claim Number	Mining Division	Township	Recorded Holder	Due Date
3016881	Red Lake	Agnew	John Giovanni Dicicco	2006-AUG-27
3016882	Red Lake	Agnew	John Giovanni Dicicco	2006-AUG-27
3016883	Red Lake	Agnew	John Giovanni Dicicco	2006-AUG-27

Dated the 15 ^th of November, 2005

/s/ John Di Cicco
John Giovanni Di Cicco

EXHIBIT 14.1

Red Lake Exploration, Inc.

FINANCIAL CODE OF ETHICS

As a public company, it is of critical importance that Red Lake Exploration Inc. (Red Lake) filings with the Securities and Exchange Commission be accurate and timely. Depending on their position with Red Lake, employees may be called upon to provide information to assure that Red Lake's public reports are complete, fair, and understandable. Red Lake expects all of its employees to take this responsibility seriously and to provide prompt and accurate answers to inquiries related to Red Lake's public disclosure requirements.

Red Lake's Finance Department bears a special responsibility for promoting integrity throughout Red Lake, with responsibilities to stakeholders both inside and outside of Red Lake. The Chief Executive Officer (CEO), Chief Financial Officer (CFO), and Finance Department personnel have a special role both to adhere to the principles of integrity and also to ensure that a culture exists throughout Red Lake as a whole that ensures the fair and timely reporting of Red Lake's financial results and conditions. Because of this special role, the CEO, CFO, and all members of Red Lake's Finance Department are bound by Red Lake's Financial Code of Ethics, and by accepting the Financial Code of Ethics, each agrees that they will:

Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.
Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely, and understandable disclosure in the reports and documents that Red Lake files with, or submits to, government agencies and in other public communications.
Comply with the rules and regulations of federal, state and local governments, and other appropriate private and public regulatory agencies.
Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one's independent judgment to be subordinated.
Respect the confidentiality of information acquired in the course of one's work, except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of one's work will not be used for personal advantage.
Share job knowledge and maintain skills important and relevant to stakeholders needs.
Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and in the community.
Achieve responsible use of, and control over, all Red Lake assets and resources employed by, or entrusted to yourself, and your department.
Receive the full and active support and cooperation of Red Lake's Officers, Sr. Staff, and all employees in the adherence to this Financial Code of Ethics.
Promptly report to the CEO or CFO any conduct believed to be in violation of law or business ethics or in violation of any provision of this Code of Ethics, including any transaction or relationship that reasonably could be expected to give rise to such a conflict. Further, to promptly report to the Chair of Red Lake's Board of Directors such conduct if by the CEO or CFO or if they fail to correct such conduct by others in a reasonable period of time.

Coast
Mountain
Geological Ltd.
Mineral Exploration Consultants

P.O. Box 11604
620-650 West Georgia Street
Vancouver, British Columbia
Canada, V6B 4N9

Telephone: 604.681.0209
Fax: 604.687.4670
Toll Free: 1.800.667.4470

May 19, 2006

I, Bernard Dewonck of Richmond, British Columbia, Canada, do hereby consent to the use, in the registration statement of Red Lake Exploration, Inc. on Form SB-2 of my geological report dated April 26, 2006, entitled “Report On KRL3016881, KRL3016882 and KRL3016883 Claims”, and concur with the summary of the information in the report disclosed in the registration statement. I also consent to the reference to me under the heading Interests of Named Experts and Counsel? in such registration statement.

/s/ Bernard Dewonck
Bernard Dewonck, P. Geo.

CALCULATION OF REGISTRATION FEE

Subject to Completion Dated May 19, 2006

Prospectus

RED LAKE EXPLORATION, INC.

2,525,000 Shares Common Stock

Prospectus Summary

Name, Address, and Telephone Number of Registrant

The Offering

Summary Financial Information

Risk Factors

Use of Proceeds

Determination of Offering Price

Dilution

Selling Shareholders

Plan of Distribution

Penny Stock Rules

Regulation M

Legal Proceedings

Directors, Executive Officers, Promoters and Control Persons

Biographical information

John Di Cicco

Significant Employees and Consultants

Conflicts of Interest

Audit Committee Financial Expert

Security Ownership of Certain Beneficial Owners and Management

Description of Securities

General

Common Stock

Preferred Stock

Dividend Policy

Share Purchase Warrants

Options

Convertible Securities

Nevada Anti-Takeover Laws

Interest of Named Experts and Counsel

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

Organization Within Last Five Years

Description of Business

Business Development

Location and Means of Access to Our Mining Claims

Mining Claims Description

Conditions to Retain Title the Mining Claims

History of Red Lake and of the Mining Claims Area

Present Condition of the Mining Claims

Geology of the Mining Claims

Competitive Conditions

Dependence on Major Customers

Intellectual Property and Agreements

Government Approvals and Regulations

Exploration Expenditures

Costs and Effects of Compliance with Environmental Laws

Employees

Reports to Security Holders

Management's Discussion and Analysis

Plan of Operation

Exploration Plan

Phase One Exploration Cost Review

Accounting and Audit Plan

Risks and Uncertainties

Functional Currency

SEC Filing Plan

Results of Operations

Liquidity and Capital resources

Off-balance sheet arrangements

Forward-looking Statements

Description of Property

Certain Relationships and Related Transactions

Market for Common Equity and Related Stockholder Matters

Market Information

Rule 144 Shares

Holders of Our Common Stock

Equity Compensation Plans

Registration Rights

Dividends

Executive Compensation

Summary Compensation Table

Stock Option Grants

Employment Agreements

Financial Statements

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

Subject to Completion
Dated May 19, 2006

2,525,000 Shares
Common Stock

ARTICLES OF INCORPORATION
of
Red Lake Exploration, Inc.
A Nevada Corporation

ARTICLE I
NAME

ARTICLE II
PRINCIPAL OFFICE

ARTICLE III
PURPOSE

ARTICLE IV
SHARES OF STOCK

ARTICLE V
DIRECTORS

ARTICLE VI
INCORPORATORS

ARTICLE VII
PERIOD OF DURATION

ARTICLE VIII
DIRECTORS, AND OFFICERS' LIABILITY

ARTICLE IX
INDEMNITY

ARTICLE X
AMENDMENTS

ARTICLE XI
POWERS OF DIRECTORS

JOSEPH I. EMAS
ATTORNEY AT LAW
1224 Washington Avenue
Miami Beach, Florida 33139
(305) 531-1174
Facsimile: (305) 531-1274
Email: jiemas@bellsouth.net